The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL
OMB Number: 3235-0076
Estimated average burden
hours per response: 4.00

1. Issuer's Identity

CIK (Filer ID Number) Previous Names
X None
Entity Type
0001755755
X Corporation
   Limited Partnership
   Limited Liability Company
   General Partnership
   Business Trust
   Other (Specify)

Name of Issuer
VINEBROOK HOMES TRUST, INC.
Jurisdiction of Incorporation/Organization
DELAWARE
Year of Incorporation/Organization
   Over Five Years Ago
X Within Last Five Years (Specify Year) 2018
   Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
VINEBROOK HOMES TRUST, INC.
Street Address 1 Street Address 2
300 CRESCENT COURT SUITE 700
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
DALLAS TEXAS 75201 972-628-4100

3. Related Persons

Last Name First Name Middle Name
McGraner Matt
Street Address 1 Street Address 2
300 Crescent Court Suite 700
City State/Province/Country ZIP/PostalCode
Dallas TEXAS 75201
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Executive Vice President, Chief Investment Officer, Secretary
Last Name First Name Middle Name
Mitts Brian
Street Address 1 Street Address 2
300 Crescent Court Suite 700
City State/Province/Country ZIP/PostalCode
Dallas TEXAS 75201
Relationship: X Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Director, Chief Financial Officer, Assistant Secretary and Treasurer
Last Name First Name Middle Name
Sprong Dana
Street Address 1 Street Address 2
300 Crescent Court Suite 700
City State/Province/Country ZIP/PostalCode
Dallas TEXAS 75201
Relationship: X Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Director, Senior Vice President of Acquisitions & Dispositions
Last Name First Name Middle Name
McGarry Ryan
Street Address 1 Street Address 2
300 Crescent Court Suite 700
City State/Province/Country ZIP/PostalCode
Dallas TEXAS 75201
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Senior Vice President of Asset Management
Last Name First Name Middle Name
Dondero James
Street Address 1 Street Address 2
300 Crescent Court Suite 700
City State/Province/Country ZIP/PostalCode
Dallas TEXAS 75201
Relationship: X Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Chief Executive Officer and President
Last Name First Name Middle Name
Kavanaugh Scott
Street Address 1 Street Address 2
300 Crescent Court, Suite 700
City State/Province/Country ZIP/PostalCode
Dallas TEXAS 75201
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):


Last Name First Name Middle Name
Laffer Art
Street Address 1 Street Address 2
300 Crescent Court, Suite 700
City State/Province/Country ZIP/PostalCode
Dallas TEXAS 75201
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):


Last Name First Name Middle Name
Constantino Ed
Street Address 1 Street Address 2
300 Crescent Court, Suite 700
City State/Province/Country ZIP/PostalCode
Dallas TEXAS 75201
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):


4. Industry Group

   Agriculture
Banking & Financial Services
   Commercial Banking
   Insurance
   Investing
   Investment Banking
   Pooled Investment Fund
Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?
   Yes    No
   Other Banking & Financial Services
   Business Services
Energy
   Coal Mining
   Electric Utilities
   Energy Conservation
   Environmental Services
   Oil & Gas
   Other Energy
Health Care
   Biotechnology
   Health Insurance
   Hospitals & Physicians
   Pharmaceuticals
   Other Health Care
   Manufacturing
Real Estate
   Commercial
   Construction
X REITS & Finance
   Residential
   Other Real Estate
  
Retailing
  
Restaurants
Technology
   Computers
   Telecommunications
   Other Technology
Travel
   Airlines & Airports
   Lodging & Conventions
   Tourism & Travel Services
   Other Travel
  
Other

5. Issuer Size

Revenue Range OR Aggregate Net Asset Value Range
   No Revenues    No Aggregate Net Asset Value
   $1 - $1,000,000    $1 - $5,000,000
   $1,000,001 - $5,000,000    $5,000,001 - $25,000,000
   $5,000,001 - $25,000,000    $25,000,001 - $50,000,000
   $25,000,001 - $100,000,000    $50,000,001 - $100,000,000
   Over $100,000,000    Over $100,000,000
X Decline to Disclose    Decline to Disclose
   Not Applicable    Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

   Rule 504(b)(1) (not (i), (ii) or (iii))
   Rule 504 (b)(1)(i)
   Rule 504 (b)(1)(ii)
   Rule 504 (b)(1)(iii)
X Rule 506(b)
   Rule 506(c)
   Securities Act Section 4(a)(5)
X Investment Company Act Section 3(c)
X Section 3(c)(1)    Section 3(c)(9)  
   Section 3(c)(2)    Section 3(c)(10)
   Section 3(c)(3)    Section 3(c)(11)
   Section 3(c)(4)    Section 3(c)(12)
   Section 3(c)(5)    Section 3(c)(13)
   Section 3(c)(6)    Section 3(c)(14)
   Section 3(c)(7)

7. Type of Filing

   New Notice Date of First Sale 2018-11-01    First Sale Yet to Occur
X Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year?
X Yes    No

9. Type(s) of Securities Offered (select all that apply)

X Equity X Pooled Investment Fund Interests
   Debt    Tenant-in-Common Securities
   Option, Warrant or Other Right to Acquire Another Security    Mineral Property Securities
   Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security    Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?
   Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $25,000 USD

12. Sales Compensation

Recipient
Recipient CRD Number    None
Raymond James & Associates, Inc. 705
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
880 Carillon Parkway
City State/Province/Country ZIP/Postal Code
St. Petersburg FLORIDA 33716
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
X All States
   Foreign/non-US

Recipient
Recipient CRD Number    None
Nexpoint Securities, Inc. 165013
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
300 Crescent Court, Suite 700
City State/Province/Country ZIP/Postal Code
Dallas TEXAS 75201
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
X All States
   Foreign/non-US

Recipient
Recipient CRD Number    None
Whitehall-Parker Securities, Inc. 10608
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
477 Pacific Avenue 2nd Floor
City State/Province/Country ZIP/Postal Code
San Francisco CALIFORNIA 94133
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
   All States
   Foreign/non-US
CALIFORNIA

Recipient
Recipient CRD Number    None
Emerson Equity LLC 130032
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
155 Bovet Road Suite 725
City State/Province/Country ZIP/Postal Code
San Mateo CALIFORNIA 94402
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
   All States
   Foreign/non-US
CALIFORNIA

Recipient
Recipient CRD Number    None
Center Street Securities, Inc. 26898
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
2740 Old Elm Hill Pike Suite 201
City State/Province/Country ZIP/Postal Code
Nashville TENNESSEE 37214
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
   All States
   Foreign/non-US
FLORIDA

Recipient
Recipient CRD Number    None
Capulent, LLC 155155
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
4144 N 44th Street Suite 3
City State/Province/Country ZIP/Postal Code
Phoenix ARIZONA 85018
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
   All States
   Foreign/non-US
ALABAMA
ALASKA
ARIZONA
CALIFORNIA
COLORADO
CONNECTICUT
DISTRICT OF COLUMBIA
FLORIDA
GEORGIA
ILLINOIS
IOWA
LOUISIANA
MAINE
MARYLAND
MASSACHUSETTS
MICHIGAN
MONTANA
NEBRASKA
NEW JERSEY
NEW MEXICO
NEW YORK
NORTH CAROLINA
OHIO
OREGON
PENNSYLVANIA
RHODE ISLAND
TENNESSEE
TEXAS
UTAH
VERMONT
VIRGINIA
WASHINGTON
WISCONSIN

Recipient
Recipient CRD Number    None
Moloney Securities Co., Inc. 38535
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
13537 Barrett Parkway Drive #300
City State/Province/Country ZIP/Postal Code
Manchester MISSOURI 63021
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
X All States
   Foreign/non-US

Recipient
Recipient CRD Number    None
Integrity Brokerage Services, Inc. 117589
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
1945 Stewart Street
City State/Province/Country ZIP/Postal Code
Oceanside CALIFORNIA 92054
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
   All States
   Foreign/non-US
ARIZONA
CALIFORNIA
FLORIDA
GEORGIA
HAWAII
ILLINOIS
INDIANA
MARYLAND
NEVADA
NEW JERSEY
NEW MEXICO
NEW YORK
OHIO
OKLAHOMA
TEXAS
VIRGINIA
WASHINGTON

Recipient
Recipient CRD Number    None
WestPark Capital, Inc. 39914
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
1900 Avenue of the Stars Suite 310
City State/Province/Country ZIP/Postal Code
Los Angeles CALIFORNIA 90067
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
X All States
   Foreign/non-US

Recipient
Recipient CRD Number    None
NI Advisors 134502
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
1138 CADILLAC COURT
City State/Province/Country ZIP/Postal Code
Milpitas CALIFORNIA 95035
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
   All States
   Foreign/non-US
ARIZONA
CALIFORNIA
CONNECTICUT
FLORIDA
GEORGIA
HAWAII

Recipient
Recipient CRD Number    None
IFP SECURITIES, LLC 297287
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
3030 NORTH ROCKY POINT DRIVE WEST STE 700
City State/Province/Country ZIP/Postal Code
TAMPA FLORIDA 33607
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
X All States
   Foreign/non-US

Recipient
Recipient CRD Number    None
WEALTHFORGE SECURITIES, LLC 152550
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
6800 PARAGON PLACE SUITE 200
City State/Province/Country ZIP/Postal Code
RICHMOND VIRGINIA 23230
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
X All States
   Foreign/non-US

Recipient
Recipient CRD Number    None
PURSHE KAPLAN STERLING INVESTMENTS 35747
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
18 CORPORATE WOODS BLVD
City State/Province/Country ZIP/Postal Code
ALBANY NEW YORK 12211
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
X All States
   Foreign/non-US

Recipient
Recipient CRD Number    None
AUSDAL FINANCIAL PARTNERS, INC. 7995
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
5187 UTICA RIDGE RD
City State/Province/Country ZIP/Postal Code
DAVENPORT IOWA 52807
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
X All States
   Foreign/non-US

Recipient
Recipient CRD Number    None
CALTON & ASSOCIATES, INC. 20999
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
2701 N ROCKY POINT DRIVE
City State/Province/Country ZIP/Postal Code
TAMPA FLORIDA 33607
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
X All States
   Foreign/non-US

Recipient
Recipient CRD Number    None
COASTAL EQUITIES, INC. 23769
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
1201 N. ORANGE STREET
City State/Province/Country ZIP/Postal Code
WILMINGTON DELAWARE 19801
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
X All States
   Foreign/non-US

Recipient
Recipient CRD Number    None
DEMPSEY LORD SMITH, LLC 141238
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
901 N BROAD STREET
City State/Province/Country ZIP/Postal Code
ROME GEORGIA 30161
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
X All States
   Foreign/non-US

Recipient
Recipient CRD Number    None
GREAT POINT CAPITAL LLC 114203
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
200 WEST JACKSON BLVD.
City State/Province/Country ZIP/Postal Code
CHICAGO ILLINOIS 60606
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
   All States
   Foreign/non-US
ALABAMA
ALASKA
ARIZONA
CALIFORNIA
COLORADO
CONNECTICUT
DELAWARE
DISTRICT OF COLUMBIA
FLORIDA
GEORGIA
IDAHO
ILLINOIS
INDIANA
IOWA
KANSAS
KENTUCKY
LOUISIANA
MARYLAND
MASSACHUSETTS
MICHIGAN
MINNESOTA
MISSOURI
MONTANA
NEBRASKA
NEVADA
NEW HAMPSHIRE
NEW JERSEY
NEW MEXICO
NEW YORK
NORTH CAROLINA
NORTH DAKOTA
OHIO
OKLAHOMA
OREGON
PENNSYLVANIA
RHODE ISLAND
SOUTH CAROLINA
SOUTH DAKOTA
TENNESSEE
TEXAS
UTAH
VERMONT
VIRGINIA
WASHINGTON
WEST VIRGINIA
WISCONSIN

Recipient
Recipient CRD Number    None
HERBERT J. SIMS & CO, INC. 3420
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
2150 POST ROAD
City State/Province/Country ZIP/Postal Code
FAIRFIELD CONNECTICUT 06824
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
X All States
   Foreign/non-US

Recipient
Recipient CRD Number    None
CABOT LODGE SECURITIES LLC 159712
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
200 VESEY STREET 24TH FLOOR
City State/Province/Country ZIP/Postal Code
NEW YORK NEW YORK 10281
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
X All States
   Foreign/non-US

Recipient
Recipient CRD Number    None
ALEXANDER CAPITAL, L.P. 40077
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
17 STATE STREET
City State/Province/Country ZIP/Postal Code
NEW YORK NEW YORK 10004
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
X All States
   Foreign/non-US

Recipient
Recipient CRD Number    None
FORTUNE SECURITIES, INC. 40821
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
388 E. VALLEY BLVD
City State/Province/Country ZIP/Postal Code
ALHAMBRA CALIFORNIA 91801
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
   All States
   Foreign/non-US
CALIFORNIA
COLORADO

Recipient
Recipient CRD Number    None
KCD FINANCIAL, INC 127473
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
3061 ALLIED STREET SUITE B
City State/Province/Country ZIP/Postal Code
GREEN BAY WISCONSIN 54304
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
   All States
   Foreign/non-US
ALABAMA
ARIZONA
ARKANSAS
CALIFORNIA
COLORADO
CONNECTICUT
DELAWARE
DISTRICT OF COLUMBIA
FLORIDA
GEORGIA
HAWAII
IDAHO
ILLINOIS
INDIANA
IOWA
KANSAS
KENTUCKY
LOUISIANA
MAINE
MARYLAND
MASSACHUSETTS
MICHIGAN
MINNESOTA
MISSISSIPPI
MISSOURI
MONTANA
NEBRASKA
NEVADA
NEW HAMPSHIRE
NEW JERSEY
NEW MEXICO
NEW YORK
NORTH CAROLINA
NORTH DAKOTA
OHIO
OKLAHOMA
OREGON
PENNSYLVANIA
RHODE ISLAND
SOUTH CAROLINA
SOUTH DAKOTA
TENNESSEE
TEXAS
UTAH
VERMONT
VIRGINIA
WASHINGTON
WEST VIRGINIA
WISCONSIN
WYOMING

Recipient
Recipient CRD Number    None
LIGHTPATH CAPITAL, INC 34617
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
1453 THIRD STREET PROMENADE
City State/Province/Country ZIP/Postal Code
LOS ANGELES CALIFORNIA 90401
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
   All States
   Foreign/non-US
ARIZONA
CALIFORNIA
CONNECTICUT
FLORIDA
ILLINOIS
KENTUCKY
MASSACHUSETTS
MINNESOTA
MONTANA
NEVADA
NEW HAMPSHIRE
NEW YORK
NORTH CAROLINA
OHIO
OKLAHOMA
OREGON
TEXAS
UTAH
WASHINGTON
WISCONSIN

13. Offering and Sales Amounts

Total Offering Amount $1,000,000,000 USD
or    Indefinite
Total Amount Sold $118,457,157 USD
Total Remaining to be Sold $881,542,843 USD
or    Indefinite

Clarification of Response (if Necessary):

14. Investors

  
Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.
Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:
908

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions $1,234,100 USD
X Estimate
Finders' Fees $0 USD
   Estimate

Clarification of Response (if Necessary):

Only Class A Shares are subject to commissions.

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0 USD
X Estimate

Clarification of Response (if Necessary):

Certain persons named in Item 3 or affiliate(s) thereof may receive payments deemed to be made from the proceeds of the offering, the amounts of which cannot be estimated at this time.

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:
  • Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*
  • Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of:  (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.
  • Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer Signature Name of Signer Title Date
VINEBROOK HOMES TRUST, INC. /s/ Brian Mitts Brian Mitts CFO, Treasurer and Assistant Secretary 2019-10-01

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.