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^*

DONDERO JAMES D

(Last)

(First)

(Middle)

300 CRESCENT COURT, SUITE 700

(Street)

DALLAS

75201

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/02/2022

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

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

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

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)
Common Stock	34,491.463	D

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)
Class B OP Units⁽¹⁾	⁽²⁾	⁽²⁾	Common Stock	2,691,329.705⁽³⁾	⁽²⁾	I	By Nexpoint Advisors, L.P.
Class C OP Units⁽¹⁾	⁽²⁾	⁽²⁾	Common Stock	88,267.902⁽³⁾	⁽²⁾	I	By NexPoint Advisors, L.P.
Class C OP Units⁽¹⁾	⁽²⁾	⁽²⁾	Common Stock	139,295.837⁽⁴⁾	⁽²⁾	I	By Highland Capital Management Fund Advisors, L.P.
Restricted Stock Units	⁽⁵⁾	⁽⁵⁾	Common Stock	11,331.5	⁽⁹⁾	D
Restricted Stock Units	⁽⁶⁾	⁽⁶⁾	Common Stock	43,435.5	⁽⁹⁾	D
Restricted Stock Units	⁽⁷⁾	⁽⁷⁾	Common Stock	54,782.875	⁽⁹⁾	D
Restricted Stock Units	⁽⁸⁾	⁽⁸⁾	Common Stock	55,412	⁽⁹⁾	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. These shares are held by NexPoint Advisors, L.P. ("NP") indirectly through advised accounts. Mr. Dondero is the sole member of NP's general partner, and may be deemed to be an indirect beneficial owner of shares held by NP. Mr. Dondero disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

4. These shares are held by Highland Capital Management Fund Advisors, L.P. ("HCMFA") indirectly through advised accounts. Mr. Dondero is the sole stockholder and director of Strand Advisors XVI, Inc., HCMFA's general partner, and may be deemed to be an indirect beneficial owner of shares held by HCMFA. Mr. Dondero disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

5. On December 10, 2019, the reporting person was granted 22,663 restricted stock units. The restricted stock units vested one-fourth on December 10, 2020 and one-fourth on December 10, 2021, and will vest one-fourth on December 10, 2022, and one-fourth on December 10, 2023. Settlement will generally occur within 10 days of vesting and may at the discretion of the Compensation Committee be settled in cash.

6. On May 11, 2020, the reporting person was granted 57,914 restricted stock units. The restricted stock units vested one-eighth on May 11, 2021, and one-eighth on May 11, 2022, and will vest one-eighth on May 11, 2023, and one-eighth on May 11, 2024; the remaining half of the restricted stock units will vest upon the initial public offering of the Issuer. Settlement will generally occur within 10 days of vesting and may at the discretion of the Compensation Committee be settled in cash.

7. On February 15, 2021, the reporting person was granted 62,609 restricted stock units. The restricted stock units vested one-eighth on February 15, 2022, and will vest one-eighth on February 15, 2023, one-eighth on February 15, 2024, and one-eighth on February 15, 2025; the remaining half of the restricted stock units will vest upon the initial public offering of the Issuer. Settlement will generally occur within 10 days of vesting and may at the discretion of the Compensation Committee be settled in cash.

8. On February 14, 2022, the reporting person was granted 55,412 restricted stock units. The restricted stock units will vest one-eighth on February 14, 2023, one-eighth on February 14, 2024, one-eighth on February 14, 2025, and one-eighth on February 14, 2026; the remaining half of the restricted stock units will vest upon the initial public offering of the Issuer. Settlement will generally occur within 10 days of vesting and may at the discretion of the Compensation Committee be settled in cash.

9. Each restricted stock unit represents a contingent right to receive one share of common stock of the Issuer.

	/s/ Brian Mitts as attorney-in-fact for James Dondero	08/05/2022
	** 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).
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