Home > Insider Trading > Filing (0000897069-24-002321)

Filing Details

Accession Number:: 0000897069-24-002321
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2024-12-19 17:19:23
Reporting Period:: 2024-12-17

Accepted Time:: 2024-12-19 17:19:23
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

Show Other Fields >>

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Class A Common Stock, Par Value $0.01 Per Share	Disposition	2024-12-17	14,966	$27.30	1,959,601	No	4	S	Direct
Class A Common Stock, Par Value $0.01 Per Share	Disposition	2024-12-17	3,248	$28.21	1,956,353	No	4	S	Direct
Class A Common Stock, Par Value $0.01 Per Share	Disposition	2024-12-18	10,580	$25.93	1,945,773	No	4	S	Direct
Class A Common Stock, Par Value $0.01 Per Share	Disposition	2024-12-18	7,859	$26.92	1,937,914	No	4	S	Direct

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

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Class B Common Stock, Par Value $0.01 Per Share	56,320,586	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

Reported Derivative Holdings

Show Other Fields >>

Sec. Name	Sec. Type	Price	Date	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Class A Common Stock	Prepaid Variable Forward Sale Contract	$0.00			2,000,000	2,000,000	Direct

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
	2,000,000	2,000,000	Direct

Footnotes

The price reported in Column 4 is a weighted average price. The prices sold ranged from $26.91 to $27.90. 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 $27.91 to $28.79. 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.
The price reported in Column 4 is a weighted average price. The prices sold ranged from $25.57 to $26.56. 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.
The price reported in Column 4 is a weighted average price. The prices sold ranged from $26.57 to $27.48. 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.
Mr. Zalupski entered into prepaid variable forward sale contracts on August 14, 2024 and December 5, 2024, respectively, whereby Mr. Zalupski pledged an aggregate of 2,000,000 shares (the "Pledged Shares") of Class B Common Stock to secure obligations under the contracts, and retained dividend and voting rights in the Pledged Shares during the term of the pledge.
(Continued from footnote 9) The contracts obligate Mr. Zalupski 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 Mr. Zalupski's option, an equivalent amount of cash. The number of shares 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 Class A Common Stock on the designated valuation date for the applicable component within the period from 8/16/2027 to 8/27/2027 with respect to 1,000,000 shares and 5/15/2028 to 5/26/2028 with respect to 1,000,000 shares (each, a "Settlement Price") is less than or equal to $22.12 or $24.01, as applicable, (the "Floor Price"), Mr. Zalupski will deliver to the buyer all of the Pledged Shares for the applicable component; (b) if such Settlement Price is
(Continued from Footnote 10) greater than the Floor Price but less than or equal to $55.30 or $66.02, as applicable (the "Cap Price"), Mr. Zalupski 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 (c) if such Settlement Price is greater than the Cap Price, Mr. Zalupski 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 contracts, Mr. Zalupski received aggregate upfront cash payments of approximately $33.2 million.