FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Green Brick Partners, Inc. [ GRBK ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/01/2015 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock, par value $0.01 per share ("Common Stock") | 99,943 | D | ||||||||
Common Stock | 07/01/2015 | P(3) | 2,840,898 | A | $10 | 8,083,022 | I | See Footnotes(1)(2) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. The securities disclosed in this Form 4 are owned by (i) certain funds (the "Funds") managed by Third Point LLC ("Third Point") and by (ii) Third Point Reinsurance Company Ltd. ("Third Point Re") and Third Point Reinsurance (USA) Ltd. ("Third Point Re US"), with respect to which Third Point LLC is the investment manager. Daniel S. Loeb is the Chief Executive Officer of Third Point. By reason of the provisions of Rule 16a-1 under the Securities Exchange Act of 1934, as amended (the "Act"), Third Point and Mr. Loeb may be deemed to be the beneficial owners of the securities beneficially owned by the Funds and by Third Point Re and Third Point Re US. Third Point and Mr. Loeb hereby disclaim beneficial ownership of all such securities, except to the extent of any indirect pecuniary interest therein. |
2. Third Point and Mr. Loeb each disclaims beneficial ownership of these securities except to the extent of any indirect pecuniary interest therein, and this report shall not be deemed to be an admission that Third Point or Mr. Loeb is the beneficial owner of these securities for purposes of Section 16 of the Act, and the rules promulgated thereunder or for any other purpose. Each of Third Point Partners L.P. (which directly owns 2,690,647 shares of Common Stock), Third Point Partners Qualified L.P. (which directly owns 1,705,143 shares of Common Stock), Third Point Offshore Master Fund L.P., Third Point Ultra Master Fund L.P., Third Point Re and Third Point Re US hereby disclaims beneficial ownership of any securities reported herein other than those which it directly holds, for purposes of Section 16 of the Act and the rules promulgated thereunder or for any other purpose. |
3. On July 1, 2015, Green Brick Partners, Inc. (f/k/a BioFuel Energy Corp.) (the "Issuer") consummated a registered public offering (the "2015 Public Offering") of its Common Stock pursuant to a Registration Statement on Form S-3, which was declared effective by the U.S. Securities and Exchange Commission on June 22, 2015. The Funds, Third Point Re and Third Point Re US purchased in the 2015 Public Offering an aggregate of 2,840,898 shares of Common Stock, as detailed in Exhibit 99.1 of this Form 4. |
Remarks: |
List of Exhibits: Exhibit 99.1 - Joint Filer Information Exhibit 24.0 - Power of Attorney |
/s/ William Song, as attorney-in-fact for Daniel S. Loeb | 07/01/2015 | |
Third Point LLC, By: Daniel S. Loeb, Chief Executive Officer, By: /s/ William Song, Attorney-in-Fact | 07/01/2015 | |
Third Point Partners L.P., By: Third Point Advisors LLC, its General Partner, By: Daniel S. Loeb, Managing Member; By: /s/ William Song, Attorney-in-Fact | 07/01/2015 | |
Third Point Partners Qualified L.P., By: Third Point Advisors LLC, its General Partner, By: Daniel S. Loeb, Managing Member, By: /s/ William Song, Attorney-in-Fact | 07/01/2015 | |
Third Point Offshore Master Fund L.P., By: Third Point Advisors II LLC, its General Partner, By: Daniel S. Loeb, Managing Member, By: /s/ William Song, Attorney-in-Fact | 07/01/2015 | |
Third Point Ultra Master Fund L.P., By: Third Point Advisors II LLC, its General Partner, By: Daniel S. Loeb, Managing Member, By: /s/ William Song, Attorney-in-Fact | 07/01/2015 | |
Third Point Reinsurance Company Ltd., By: /s/ William Song, Attorney-in-Fact | 07/01/2015 | |
Third Point Reinsurance Ltd., By: /s/ William Song, Attorney-in-Fact | 07/01/2015 | |
Third Point Reinsurance (USA) Ltd., By: William Song, Attorney-in-Fact | 07/01/2015 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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. |