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^*

KAVANAUGH SCOTT F

(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)

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

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	18,323.719	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	2,442	⁽²⁾	D
Profit Interest Units	⁽³⁾	⁽³⁾	OP Units⁽⁴⁾	2,233	⁽³⁾	D

Explanation of Responses:

1. On February 15, 2021, the reporting person was granted 2,442 restricted stock units. The restricted stock units will vest on February 15, 2022. Settlement will generally occur within 10 days of vesting and may at the discretion of the Compensation Committee be settled in cash.

2. Each restricted stock unit represents a contingent right to receive one share of common stock of VineBrook Homes Trust, Inc. (the "Issuer").

3. Represents Profits Interest Units ("Profits Units") in VineBrook Homes Operating Partnership, L.P., the Issuer's operating partnership (the "OP"). Each Profits Unit can be converted into one common unit of limited partnership interest (collectively, the "OP Units") in the OP following vesting; provided the book-up target (as defined in the OP limited partnership agreement) for the Profit Units equals zero. On November 21, 2019, the reporting person was granted 2,233 Profits Units. The Profits Units vested on November 21, 2020.

4. The OP Units are redeemable, beginning one year from issuance, for cash equal to the then-current market value of one share of the Issuer's common stock or, at the election of the Issuer, for shares of the Issuer's common stock on a one-for-one basis. Upon conversion of the Profit Interests, the OP Units are vested as of the date of issuance. The OP Units have no expiration date.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Brian Mitts, as attorney-in-fact for Scott Kavanaugh	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.
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