Sec Form 4 Filing - Bradbury Thomas L @ Smith Douglas Homes Corp. - 2024-01-10

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
Bradbury Thomas L
2. Issuer Name and Ticker or Trading Symbol
Smith Douglas Homes Corp. [ SDHC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
110 VILLAGE TRAIL, SUITE 215
3. Date of Earliest Transaction (MM/DD/YY)
01/10/2024
(Street)
WOODSTOCK, GA30188
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
Class B Common Stock 01/10/2024 A( 1 ) 40,384,615 A 40,384,615 I By Bradbury Family Trust II ( 2 )
Class A Common Stock 01/16/2024 C 2,192,308 A 2,192,308 I By Bradbury Family Trust II ( 2 )
Class A Common Stock 01/16/2024 D 2,192,308 D $ 21 0 I By Bradbury Family Trust II ( 2 )
Class B Common Stock 01/16/2024 J( 4 ) 2,192,308 D 38,192,307 I By Bradbury Family Trust II ( 2 )
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
LLC Interests ( 3 ) 01/10/2024 A( 1 ) 40,384,615 ( 3 ) ( 3 ) Class A Common Stock 40,384,615 $ 0 40,384,615 I By Bradbury Family Trust II ( 2 )
LLC Interests ( 3 ) 01/16/2024 C 2,192,308 ( 3 ) ( 3 ) Class A Common Stock 2,192,308 $ 0 38,192,307 I By Bradbury Family Trust II ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Bradbury Thomas L
110 VILLAGE TRAIL, SUITE 215
WOODSTOCK, GA30188
X X
BRADBURY FAMILY TRUST II A U/A/D DECEMBER 29, 2015
110 VILLAGE TRAIL, SUITE 215
WOODSTOCK, GA30188
X X
Signatures
/s/ Brett A. Steele, Attorney-in-Fact for Thomas L. Bradbury 01/18/2024
Signature of Reporting Person Date
By: /s/ Brett A. Steele, Attorney-in-Fact for Thomas L. Bradbury, Co-Trustee 01/18/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents securities received as part of the Issuer's reorganization in connection with its initial public offering, as described in the registration statement on Form S-1 relating to the initial public offering. These securities were previously reported on a Form 3 filed by the Reporting Persons.
( 2 )Mr. Bradbury is co-trustee of Bradbury Family Trust II A U/A/D December 29, 2015 ("Bradbury Family Trust II"), and as a result, may be deemed to share beneficial ownership of the securities held of record by Bradbury Family Trust II.
( 3 )The membership units of Smith Douglas Holdings LLC (the "LLC Interests") may be redeemed by the Reporting Person at any time at the option of the holder for shares of Class A Common Stock on a 1-to-1 basis, and a corresponding number of shares of Class B Common Stock will be forefeited in connection with the redemption. The LLC Interests have no expiration date.
( 4 )Reflects the cancellation for no consideration of Class B Common Stock in connection with the redemption and conversion of the LLC Interests into shares of Class A Common Stock.

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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