Sec Form 4 Filing - WALTON WILLIAM H III @ Dream Finders Homes, Inc. - 2021-01-25

Insider filing report for Changes in Beneficial Ownership
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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
WALTON WILLIAM H III
2. Issuer Name and Ticker or Trading Symbol
Dream Finders Homes, Inc. [ DFH]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
14701 PHILIPS HIGHWAY, SUITE 300
3. Date of Earliest Transaction (MM/DD/YY)
01/25/2021
(Street)
JACKSONVILLE, FL32256
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
Class A common stock, par value $0.01 per share 01/25/2021 J( 1 ) 633,235 A $ 0 ( 1 ) 633,235 I See Footnote ( 2 )
Class A common stock, par value $0.01 per share 01/25/2021 J( 1 ) 1,899,706 A $ 0 1,899,706 I See Footnote ( 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
WALTON WILLIAM H III
14701 PHILIPS HIGHWAY, SUITE 300
JACKSONVILLE, FL32256
X
Signatures
/s/ Robert E. Riva by Power of Attorney 01/27/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Such shares of Class A common stock ("Class A Common Stock") of Dream Finders Homes, Inc. (the "Issuer") were received in connection with the closing of the initial public offering of the Issuer in exchange for previously held interests in Dream Finders Holdings LLC, pursuant to that certain Agreement and Plan of Merger, dated as of January 20, 2021, by and among the Issuer, Dream Finders Holdings LLC and DFH Merger Sub LLC.
( 2 )Such shares of Class A Common Stock are owned directly by the William H. Walton, III Living Trust, u/a dated 6/6/2014. The reporting person is the sole trustee of the William H. Walton, III Living Trust, u/a dated 6/6/2014.
( 3 )Such shares of Class A Common Stock are owned directly by The Theodora D. and William H. Walton, III Irrevocable Trust. The reporting person's brother is one of three trustees of The Theodora D. and William H. Walton, III Irrevocable Trust.

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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