Sec Form 4 Filing - TCN/TNHC LP @ New Home Co Inc. - 2017-10-03

Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security.

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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 *
TCN/TNHC LP
2. Issuer Name and Ticker or Trading Symbol
New Home Co Inc. [ NWHM]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
See "Remarks"below.
(Last)
(First)
(Middle)
1067 YONGE STREET
3. Date of Earliest Transaction (MM/DD/YY)
10/03/2017
(Street)
TORONTO, A6M4W2L2
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 10/03/2017 S( 1 ) 5,700 D $ 11.39 ( 2 ) 1,910,627 D ( 3 )
Common Stock 10/04/2017 S( 1 ) 7,600 D $ 11.5 ( 4 ) 1,903,027 D ( 3 )
Common Stock 10/05/2017 S( 1 ) 4,144 D $ 11.49 ( 5 ) 1,898,883 D ( 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
TCN/TNHC LP
1067 YONGE STREET
TORONTO, A6M4W2L2
See "Remarks"below.
TCN/TNHC GP LLC
1067 YONGE STREET
TORONTO, A6M4W2L2
X
TRICON XI EQUITY HOLDINGS LP
1067 YONGE STREET
TORONTO, A6M4W2L2
X
TRICON XI GP LLC
1067 YONGE STREET
TORONTO, A6M4W2L2
X
TRICON USA INC.
1067 YONGE STREET
TORONTO, A6M4W2L2
See "Remarks" below.
TRICON HOLDINGS USA LLC
1067 YONGE STREET
TORONTO, A6M4W2L2
See Remarks
TRICON US TOPCO LLC
1067 YONGE STREET
TORONTO, A6M4W2L2
See remarks
TRICON HOLDINGS CANADA INC.
1067 YONGE STREET
TORONTO, A6M4W2L2
See remarks
Tricon Capital Group Inc.
1067 YONGE STREET
TORONTO, A6M4W2L2
See remarks
Signatures
/s/ Dave Norman, Attorney-in-Fact for TCN/TNHC LP 10/05/2017
** Signature of Reporting Person Date
/s/ Dave Norman, Attorney-in-Fact for TCN/TNHC GP LLC 10/05/2017
** Signature of Reporting Person Date
/s/ Dave Norman, Attorney-in-Fact for Tricon Housing Partners US II Equity Holdings LP 10/05/2017
** Signature of Reporting Person Date
/s/ Dave Norman, Attorney-in-Fact for Tricon Housing Partners US II GP LLC 10/05/2017
** Signature of Reporting Person Date
/s/ Dave Norman, Attorney-in-Fact for Tricon USA Inc. 10/05/2017
** Signature of Reporting Person Date
/s/ Dave Norman, Attorney-in-Fact for Tricon Holdings USA LLC 10/05/2017
** Signature of Reporting Person Date
/s/ Dave Norman, Attorney-in-Fact for Tricon US Topco LLC 10/05/2017
** Signature of Reporting Person Date
/s/ Dave Norman, Attorney-in-Fact for Tricon Holdings Canada Inc. 10/05/2017
** Signature of Reporting Person Date
/s/ Dave Norman, Attorney-in-Fact for Tricon Capital Group Inc. 10/05/2017
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )The sales reported on this line were effected pursuant to a Rule 10b5-1 plan adopted by TCN/TNHC LP on August 24, 2017.
( 2 )The price reported in Column 4 is a weighted average price. The shares were acquired in multiple transactions at prices ranging from $11.19 to $11.50, inclusive. TCN/TNHC LP undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares acquired at each separate price within the ranges set forth in this footnote.
( 3 )The shares are held directly by TCN/TNHC LP, whose general partner is TCN/TNHC GP LLC, a Delaware limited liability company, whose sole member is Tricon Housing Partners US II Equity Holdings LP, a Delaware limited partnership, whose general partner is Tricon Housing Partners US II GP LLC, a Delaware limited liability company, whose sole member is Tricon USA Inc., a Delaware corporation, whose sole shareholder is Tricon Holdings USA LLC, a Delaware limited liability company, whose sole member is Tricon US Topco LLC, a Delaware limited liability company, whose sole member is Tricon Holdings Canada Inc., an Ontario corporation, whose sole shareholder is Tricon Capital Group Inc., an Ontario corporation. As a result, each of the foregoing entities (other than TCN/TNHC LP which holds the shares directly) is an indirect beneficial owner of the reported securities.
( 4 )The price reported in Column 4 is a weighted average price. The shares were acquired in multiple transactions at prices ranging from $11.35 to $11.55, inclusive. TCN/TNHC LP undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares acquired at each separate price within the ranges set forth in this footnote.
( 5 )The price reported in Column 4 is a weighted average price. The shares were acquired in multiple transactions at prices ranging from $11.36 to $11.55, inclusive. TCN/TNHC LP undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares acquired at each separate price within the ranges set forth in this footnote.

Remarks:
TCN/TNHC LP is a party to an Investor Rights Agreement with Joseph Davis, H. Lawrence Webb, Wayne Stelmar, Thomas Redwitz, IHP Capital Partners VI, LLC, and Watt/TNHC LLC (collectively, "Group Members"), dated February 5, 2014, which was filed as Exhibit 4.2 of the Company's Annual Report on Form 10-K for the year ended December 31, 2013. Pursuant to this Investor Rights Agreement, the entity-parties thereto have the right to designate directors for nomination and each of the Group Members has agreed to vote in favor of particular nominees as described in such Investor Rights Agreement. Each of the reporting persons may be deemed to have shared voting power over the shares owned by the other Group Members. Each of the reporting persons 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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