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Filing Details

Accession Number:: 0000897069-24-001712
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2024-08-16 17:06:10
Reporting Period:: 2024-08-14

Accepted Time:: 2024-08-16 17:06:10
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1825088	Dream Finders Homes Inc.	DFH	Operative Builders (1531)	852983036

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1841163	O. Patrick Zalupski	14701 Philips Highway Suite 300 Jacksonville FL 32256	President And Ceo	No	No	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock, Par Value $0.01 Per Share	Disposition	2024-08-14	11,804	$28.62	1,130,907	No	4	S	Direct
Class A Common Stock, Par Value $0.01 Per Share	Disposition	2024-08-15	19,624	$28.87	1,111,283	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Direct
No	4	S	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Prepaid Variable Forward Sale Contract	Acquisiton	2024-08-14	1,000,000	$0.00	1,000,000	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
1,000,000			Yes	4	J	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Class B Common Stock, Par Value $0.01 Per Share	57,820,586	Direct
Class B Common Stock, Par Value $0.01 Per Share	809,409	Indirect	By trust
Class B Common Stock, Par Value $0.01 Per Share	596,158	Indirect	See Footnote

Footnotes

The price reported in Column 4 is a weighted average price. The prices sold ranged from $28.42 to $28.80. 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.
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 $28.43 to $29.29. 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.
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.
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 volume-weighted average price of the Common Stock on the designated valuation date for the applicable component within the period from 8/16/2027 to 8/27/2027 (each, a "Settlement Price") is less than or equal to $22.12 (the "Floor Price"), the reporting person will deliver to the buyer all of the Pledged Shares for the applicable component;
(Continued from Footnote 8) (b) if such Settlement Price is greater than the Floor Price but less than or equal to $55.30 (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 9) (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 (7), the reporting person is entitled to receive an upfront cash payment of $16,064,650.00.