0000897069-24-002254.txt : 20241205
0000897069-24-002254.hdr.sgml : 20241205
20241205173513
ACCESSION NUMBER: 0000897069-24-002254
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20241203
FILED AS OF DATE: 20241205
DATE AS OF CHANGE: 20241205
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Zalupski Patrick O.
CENTRAL INDEX KEY: 0001841163
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39916
FILM NUMBER: 241530054
MAIL ADDRESS:
STREET 1: 14701 PHILIPS HIGHWAY
STREET 2: SUITE 300
CITY: JACKSONVILLE
STATE: FL
ZIP: 32256
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Dream Finders Homes, Inc.
CENTRAL INDEX KEY: 0001825088
STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531]
ORGANIZATION NAME: 05 Real Estate & Construction
IRS NUMBER: 852983036
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 14701 PHILIPS HIGHWAY
STREET 2: SUITE 300
CITY: JACKSONVILLE
STATE: FL
ZIP: 32256
BUSINESS PHONE: 904.505.4242
MAIL ADDRESS:
STREET 1: 14701 PHILIPS HIGHWAY
STREET 2: SUITE 300
CITY: JACKSONVILLE
STATE: FL
ZIP: 32256
4
1
form4.xml
X0508
4
2024-12-03
0001825088
Dream Finders Homes, Inc.
DFH
0001841163
Zalupski Patrick O.
14701 PHILIPS HIGHWAY
SUITE 300
JACKSONVILLE
FL
32256
true
true
true
President and CEO
true
Class B common stock, par value $0.01 per share
2024-12-03
4
C
0
1500000
0
D
56320586
D
Class A common stock, par value $0.01 per share
2024-12-03
4
C
0
1500000
0
A
2021244
D
Class A common stock, par value $0.01 per share
2024-12-03
4
S
0
18119
33.26
D
2003125
D
Class A common stock, par value $0.01 per share
2024-12-04
4
S
0
25709
32.67
D
1977416
D
Class A common stock, par value $0.01 per share
2024-12-04
4
S
0
2849
33.16
D
1974567
D
Class B common stock, par value $0.01 per share
809409
I
By Trust
Class B common stock, par value $0.01 per share
596158
I
See Footnote
Prepaid Variable Forward Sale Contract
2024-12-05
4
J
1
1000000
A
Class A Common Stock
1000000
1000000
D
Each share of Class B Common Stock is convertible at the option of the reporting person into one share of Class A Common Stock ("Common Stock") of Dream Finders Homes, Inc. and has no expiration date.
Conversion of Class B common stock into an equal number of shares of Class A common stock without the payment of any consideration by the holder.
Includes 6,141 shares held in a 401(k) account.
The price reported in Column 4 is a weighted average price. The prices sold ranged from $32.77 to $33.53. The reporting person will provide the issuer, any security holder of the issuer, or the SEC staff, upon request, full information regarding the number of shares sold at each separate
price within the range.
The price reported in Column 4 is a weighted average price. The prices sold ranged from $32.09 to $33.09. The reporting person will provide the issuer, any security holder of the issuer, or the SEC staff, upon request, full information regarding the number of shares sold at each separate
price within the range.
The price reported in Column 4 is a weighted average price. The prices sold ranged from $33.09 to $33.23. The reporting person will provide the issuer, any security holder of the issuer, or the SEC staff, upon request, full information regarding the number of shares sold at each separate
price within the range.
Trust established for the benefit of the reporting person's children.
Shares held by POZ Holdings, Inc., which is controlled by the reporting person.
The reporting person entered into a prepaid variable forward sale contract with an unaffiliated third party buyer whereby the reporting person pledged an aggregate of 1,000,000 shares (the "Pledged Shares") of Dream Finders Homes, Inc. Class B common stock to secure its obligations under the contract, and retained dividend and voting rights in the Pledged Shares during the term of the pledge.
The contract obligates the reporting person to deliver to the buyer, on the applicable settlement date for each of the 10 components, up to one hundred percent (100%) of the number of Pledged Shares for such component or, at the reporting person's option, an equivalent amount of cash. The number of shares of Common Stock to be delivered to the buyer on the settlement date (or on which to base the amount of cash to be delivered to the buyer on the settlement date) is to be determined as follows: (a) if the closing price of the Common Stock on the designated valuation date for the applicable component within the period from 5/15/2028 to 5/26/2028 (each, a "Settlement Price") is less than or equal to $24.01 (the "Floor Price"), the reporting person will deliver to the buyer all of the Pledged Shares for the applicable component;
(Continued from Footnote 10) (b) if such Settlement Price is greater than the Floor Price but less than or equal to $60.02 (the "Cap Price"), the reporting person will deliver to the buyer the number of shares equal to one hundred percent (100%) of the Pledged Shares for the applicable component multiplied by a fraction, the numerator of which is the Floor Price and the denominator of which is such Settlement Price and
(Continued from Footnote 11) (c) if such Settlement Price is greater than the Cap Price, the reporting person will deliver to the buyer the number of shares equal to one hundred percent (100%) of Pledged Shares for the applicable component multiplied by a fraction, the numerator of which is the Floor Price plus the excess of such Settlement Price over the Cap Price, and the denominator of which is such Settlement Price.
In connection with the entry into the forward contract described in Footnote (9), the reporting person is entitled to receive an upfront cash payment of $17,165.720.00.
/s/ Robert E. Riva by Power of Attorney
2024-12-05