SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

McGarry Ryan

(Last)

(First)

(Middle)

2515 MCKINNEY AVENUE, SUITE 1100

(Street)

DALLAS

75201

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/29/2021

3. Issuer Name and Ticker or Trading Symbol
VINEBROOK HOMES TRUST, INC. [ N/A ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	See Remarks

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
OP Units⁽¹⁾	⁽²⁾	⁽²⁾	Common Stock	78,295.715	⁽²⁾	D
Profit Interest Units	⁽³⁾	⁽³⁾	OP Units	14,800⁽⁴⁾	⁽³⁾	D
Profit Interest Units	⁽³⁾	⁽³⁾	OP Units	29,480⁽⁵⁾	⁽³⁾	D
Profit Interest Units	⁽³⁾	⁽³⁾	OP Units	97,238⁽⁶⁾	⁽³⁾	D
Profit Interest Units	⁽³⁾	⁽³⁾	OP Units	105,101⁽⁷⁾	⁽³⁾	D

Explanation of Responses:

1. 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").

2. 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.

3. 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.

4. 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.

5. 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.

6. 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.

7. 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.

Remarks:

Senior Vice President of Asset Management Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Brian Mitts, as attorney-in-fact for Ryan McGarry	06/29/2021
	** 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 5 (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.