SEC FORM 4

SEC Form 4

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^*

Sprong Dana

(Last)

(First)

(Middle)

300 CRESCENT COURT, SUITE 700

(Street)

DALLAS

75201

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
VINEBROOK HOMES TRUST, INC. [ NA ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/07/2021

4. 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 Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
OP Units⁽¹⁾	⁽²⁾	09/07/2021		J⁽³⁾	V		96,463.975	⁽²⁾	⁽²⁾	Class A Common Stock	96,463.975	$0⁽³⁾	0	D
OP Units⁽¹⁾	⁽²⁾	09/07/2021		J⁽³⁾	V		32,479.177	⁽²⁾	⁽²⁾	Class A Common Stock	32,479.177	$0⁽³⁾	0	I	See Footnote⁽⁴⁾
OP Units⁽¹⁾	⁽²⁾	09/07/2021		J⁽³⁾	V		305,388.785	⁽²⁾	⁽²⁾	Class A Common Stock	305,388.785	$0⁽³⁾	0	I	See Footnote⁽⁵⁾
Class C OP Units⁽¹⁾	⁽²⁾	09/07/2021		J⁽³⁾	V	96,463.975		⁽²⁾	⁽²⁾	Class A Common Stock	96,463.975	$0⁽³⁾	96,463.975	D
Class C OP Units⁽¹⁾	⁽²⁾	09/07/2021		J⁽³⁾	V	32,479.177		⁽²⁾	⁽²⁾	Class A Common Stock	32,479.177	$0⁽³⁾	32,479.177	I	See Footnote⁽⁴⁾
Class C OP Units⁽¹⁾	⁽²⁾	09/07/2021		J⁽³⁾	V	305,388.785		⁽²⁾	⁽²⁾	Class A Common Stock	305,388.785	$0⁽³⁾	305,388.785	I	See Footnote⁽⁵⁾

Explanation of Responses:

1. Represents common units of limited partnership interest ("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 or, at the election of the Issuer, for shares of the Issuer's Class A 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. Pursuant to a reclassification exempt under Rule 16b-7 promulgated under the Securities Exchange Act of 1934, each OP Unit reported herein was reclassified into a new Class C OP Unit.

4. Represents OP Units held directly by VineBrook Annex B GP, LLC, holdings of which the reporting person may be deemed to indirectly beneficially own. The reporting person disclaims beneficial ownership of such OP Units except to the extent of his pecuniary interest therein.

5. Represents OP Units held directly by VineBrook Special Interest Holder, LLC, holdings of which the reporting person may be deemed to indirectly beneficially own. The reporting person disclaims beneficial ownership of such OP Units except to the extent of his pecuniary interest therein.

Remarks:

Senior Vice President of Acquisitions & Dispositions

	/s/ Brian Mitts, as attorney-in-fact for Dana Sprong	11/12/2021
	** 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 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).
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