Sec Form 4 Filing - Stelmar Wayne @ New Home Co Inc. - 2021-09-08

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Stelmar Wayne 2. Issuer Name and Ticker or Trading Symbol New Home Co Inc. [ NWHM] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) See "Remarks" below. (Last) (First) (Middle) C/O THE NEW HOME COMPANY INC., 15231 LAGUNA CANYON RD, SUITE 250 3. Date of Earliest Transaction (MM/DD/YY) 09/08/2021 (Street) IRVINE, CA92618 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Common Stock 09/08/2021 U 105,555 ( 1 ) D 0 D Common Stock 09/08/2021 D 9,917 ( 2 ) D 0 D Common Stock 09/08/2021 U 739,672 ( 2 ) D 0 I By Trust ( 3 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Option $ 11 09/08/2021 D 181,818 ( 4 ) ( 4 ) 01/30/2024 Common Stock 181,818 ( 4 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Stelmar Wayne C/O THE NEW HOME COMPANY INC. 15231 LAGUNA CANYON RD, SUITE 250 IRVINE, CA92618 X See "Remarks" below. Signatures /s/ Miek Harbur, Attorney-in-Fact for Wayne Stelmar 09/09/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects disposition of Issuer common stock in connection with the consummation of the transactions contemplated by that certain Agreement and Plan of Merger, dated as of July 23, 2021 (the "Merger Agreement"), by and among Newport Holdings, LLC, Newport Merger Sub, Inc. ("Merger Sub") and the Issuer, including the completion of a tender offer to purchase (the "Offer") all of the outstanding shares of Issuer common stock at a price of $9.00 per share in cash, without interest and subject to applicable withholding (the "Offer Price"), and the consummation of the merger (the "Merger") between the Issuer and Merger Sub on September 8, 2021. Each share of Issuer common stock tendered in the Offer was acquired by Merger Sub in exchange for the Offer Price. As of the effective time of the Merger (the "Effective Time"), each outstanding share of Issuer common stock was cancelled in exchange for the Offer Price. ( 2 )Reflects disposition of Issuer restricted stock units in accordance with the Merger Agreement, pursuant to which, effective immediately prior to the Effective Time, each Issuer restricted stock unit held by the Reporting Person was automatically cancelled and terminated and converted into the right to receive from the surviving corporation an amount in cash (without interest) equal to the product obtained by multiplying (x) the aggregate number of shares of Issuer common stock underlying such Issuer restricted stock unit immediately prior to the Effective Time by (y) the Offer Price. ( 3 )By W. and L. Stelmar Trust (of which Mr. Stelmar is a trustee). ( 4 )Reflects disposition of options to acquire shares of Issuer common stock (each, an "Issuer Option") in accordance with the Merger Agreement, pursuant to which, effective immediately prior to the Effective Time, each Issuer Option held by the Reporting Person, whether vested or unvested, was automatically cancelled and terminated and converted into the right to receive from the surviving corporation an amount in cash (without interest), if any, equal to the product obtained by multiplying (x) the aggregate number of shares of Issuer common stock underlying such Issuer Option immediately prior to the Effective Time by (y) the amount, if any, by which the Offer Price exceeds the per share exercise price of such Issuer Option. With respect to any Issuer Option for which the per share exercise price was less than the Offer Price, such Issuer Option was cancelled for no consideration thereof immediately prior to the Effective Time.

Remarks: The Reporting Person is a party to an Investor Rights Agreement dated February 5, 2014 and amended on May 22, 2018 and May 6, 2020 (as amended, the "IRA"). The current parties to the IRA are Wayne Stelmar, Joseph Davis, H. Lawrence Webb and IHP Capital Partners VI, LLC (collectively, "Group Members"). The original IRA was filed as Exhibit 4.2 of the Company's Annual Report on Form 10-K for the year ended December 31, 2013, the amendment was filed as Exhibit 10.1 of the Company's Current Report on Form 8-K dated May 22, 2018 and the second amendment was filed as Exhibit 4.4 of the Company's Quarterly Report on Form 10-Q dated May 8, 2020. Pursuant to the IRA, IHP Capital Partners VI, LLC has the right to designate a director for nomination and each of the Group Members has agreed to vote in favor of particular nominees as described in such IRA. The Reporting Person may be deemed to have shared voting power over the shares owned by the other Group Members. The Reporting Person disclaims beneficial ownership of the shares held by the other Group Members and has no pecuniary interest in the shares held by the other Group Members.

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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