SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

McGraner Matt

(Last)

(First)

(Middle)

2515 MCKINNEY AVENUE, SUITE 1100

(Street)

DALLAS

75201

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/29/2021

3. Issuer Name and Ticker or Trading Symbol
VINEBROOK HOMES TRUST, INC. [ N/A ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	See Remarks

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	6,718.545	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Restricted Stock Units	⁽¹⁾	⁽¹⁾	Common Stock	16,997.25	⁽⁴⁾	D
Restricted Stock Units	⁽²⁾	⁽²⁾	Common Stock	50,674.75	⁽⁴⁾	D
Restricted Stock Units	⁽³⁾	⁽³⁾	Common Stock	62,609	⁽⁴⁾	D

Explanation of Responses:

1. On December 10, 2019, the reporting person was granted 22,663 restricted stock units. The restricted stock units vested one-fourth on December 10, 2020, and will vest one-fourth on December 10, 2021, one-fourth on December 10, 2022, and one-fourth on December 10, 2023. Settlement will generally occur within 10 days of vesting and may at the discretion of the Compensation Committee be settled in cash.

2. On May 11, 2020, the reporting person was granted 57,914 restricted stock units. The restricted stock units vested one-eighth on May 11, 2021, and will vest one-eighth on May 11, 2022, one-eighth on May 11, 2023, and one-eighth on May 11, 2024; the remaining half of the restricted stock units will vest upon the initial public offering of VineBrook Homes Trust, Inc. (the "Issuer"). Settlement will generally occur within 10 days of vesting and may at the discretion of the Compensation Committee be settled in cash.

3. On February 15, 2021, the reporting person was granted 62,609 restricted stock units. The restricted stock units will vest one-eighth on February 15, 2022, one-eighth on February 15, 2023, one-eighth on February 15, 2024, and one-eighth on February 15, 2025; the remaining half of the restricted stock units will vest upon the initial public offering of the Issuer. Settlement will generally occur within 10 days of vesting and may at the discretion of the Compensation Committee be settled in cash.

4. Each restricted stock unit represents a contingent right to receive one share of common stock of the Issuer.

Remarks:

Executive Vice President, Chief Investment Officer and Secretary Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Brian Mitts, as attorney-in-fact for Matthew R. McGraner	06/29/2021
	** Signature of Reporting Person	Date
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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.