0000899243-21-026461.txt : 20210629 0000899243-21-026461.hdr.sgml : 20210629 20210629061353 ACCESSION NUMBER: 0000899243-21-026461 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210629 FILED AS OF DATE: 20210629 DATE AS OF CHANGE: 20210629 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: McGarry Ryan CENTRAL INDEX KEY: 0001869452 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-56274 FILM NUMBER: 211055520 MAIL ADDRESS: STREET 1: 2515 MCKINNEY AVENUE SUITE 1100 CITY: DALLAS STATE: TX ZIP: 75201 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: VINEBROOK HOMES TRUST, INC. CENTRAL INDEX KEY: 0001755755 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 831268857 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2515 MCKINNEY AVENUE STREET 2: SUITE 1100 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 833-463-6697 MAIL ADDRESS: STREET 1: 2515 MCKINNEY AVENUE STREET 2: SUITE 1100 CITY: DALLAS STATE: TX ZIP: 75201 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2021-06-29 0 0001755755 VINEBROOK HOMES TRUST, INC. N/A 0001869452 McGarry Ryan 2515 MCKINNEY AVENUE, SUITE 1100 DALLAS TX 75201 0 1 0 0 See Remarks OP Units Common Stock 78295.715 D Profit Interest Units OP Units 14800 D Profit Interest Units OP Units 29480 D Profit Interest Units OP Units 97238 D Profit Interest Units OP Units 105101 D Represents common units of limited partnership interest (the "OP Units") in VineBrook Homes Operating Partnership, L.P., the operating partnership (the "OP") of VineBrook Homes Trust, Inc. (the "Issuer"). The OP Units are redeemable, beginning one year from issuance, for cash equal to the then-current market value of one share of the Issuer's common stock or, at the election of the Issuer, for shares of the Issuer's common stock on a one-for-one basis. The OP Units are vested as of the date of issuance. The OP Units have no expiration date. Represents Profits Interest Units ("Profits Units") in the OP. Each Profits Unit can be converted into one OP Unit in the OP following vesting; provided the book-up target (as defined in the OP limited partnership agreement) for the Profit Units equals zero. On April 19, 2019, the reporting person was granted 14,800 Profits Units. The Profits Units vested two-fifths on November 1, 2020, and will vest one-fifth on November 1, 2021, one-fifth on November 1, 2022, and one-fifth on November 1, 2023. On November 21, 2019, the reporting person was granted 29,480 Profits Units. The Profits Units vested one-fourth on November 21,2020, and will vest one-fourth on November 21, 2021, one-fourth on November 21, 2022, and one-fourth on November 1, 2023. On May 11, 2020, the reporting person was granted 97,238 Profits Units. The Profits Units vested one-eighth on May 11, 2021, and will vest one-eighth on May 11, 2022, one-eighth on May 11, 2023, and one-eighth on May 11, 2024; the remaining one-half will vest upon the initial public offering of the Issuer. On May 31, 2021, the reporting person was granted 105,101 Profits Units. The Profits Units will vest one-eighth on May 31, 2022, one-eighth on March 30, 2023, one-eighth on March 30, 2024, and one-eighth on March 30, 2025; the remaining one-half will vest upon the initial public offering of the Issuer. Senior Vice President of Asset Management Exhibit List: Exhibit 24 - Power of Attorney /s/ Brian Mitts, as attorney-in-fact for Ryan McGarry 2021-06-29 EX-24 2 attachment1.htm EX-24 DOCUMENT

                                    POWER OF ATTORNEY

    Know all by these presents, that the undersigned hereby constitutes and
appoints each of Brian Mitts, Matt McGraner and Jason Post signing singly, the
undersigned's true and lawful attorney-in-fact to:

          (1)   execute for and on behalf of the undersigned, in the
     undersigned's capacity as an officer and/or director of VineBrook Homes
     Trust, Inc. (the "Company"), Forms 3, 4 and 5 in accordance with Section
     16(a) of the Securities Exchange Act of 1934 and the rules thereunder;

          (2)   do and perform any and all acts for and on behalf of the
     undersigned which may be necessary or desirable to complete and execute any
     such Form 3, 4 or 5, complete and execute any amendment or amendments
     thereto, and timely file such form with the United States Securities and
     Exchange Commission and any stock exchange or similar authority; and

          (3)   take any other action of any type whatsoever in connection with
     the foregoing which, in the opinion of such attorney-in-fact, may be of
     benefit to, in the best interest of, or legally required by, the
     undersigned, it being understood that the documents executed by such
     attorney-in-fact on behalf of the undersigned pursuant to this Power of
     Attorney shall be in such form and shall contain such terms and conditions
     as such attorney-in-fact may approve in such attorney-in-fact's discretion.

    The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Power of Attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934.

    The execution by the undersigned of this Power of Attorney hereby expressly
revokes and terminates any powers of attorney previously granted by the
undersigned relating to Forms 3, 4 and 5 with respect to the undersigned's
holdings of and transactions in securities issued by the Company.  This Power of
Attorney shall remain in full force and effect until the undersigned is no
longer required to file Forms 3, 4 and 5 with respect to the undersigned's
holdings of and transactions in securities issued by the Company, unless earlier
revoked by the undersigned in a signed writing delivered to the foregoing
attorneys-in-fact.

    IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of June 25, 2021.


                                        /s/ Ryan McGarry
                                        -----------------------------------
                                        Ryan McGarry