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SEC Form 4

FORM 4 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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations
may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract,
instruction or written plan for the purchase or sale of equity securities of the
issuer that is intended to satisfy the affirmative defense conditions of Rule
10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person*

Zalupski Patrick O.

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(Last) (First) (Middle)

14701 PHILIPS HIGHWAY SUITE 300

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(Street)

JACKSONVILLE FL 32256

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(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Dream Finders Homes, Inc. [ DFH ] 5. Relationship of Reporting Person(s) to
Issuer
(Check all applicable)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/17/2024 4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed
Execution Date, if any (Month/Day/Year) 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 A common
stock, par value $0.01 per share 12/17/2024 S 14,966 D $27.3(1) 1,959,601(2) D
Class A common stock, par value $0.01 per share 12/17/2024 S 3,248 D $28.21(3)
1,956,353(2) D Class A common stock, par value $0.01 per share 12/18/2024 S
10,580 D $25.93(4) 1,945,773(2) D Class A common stock, par value $0.01 per
share 12/18/2024 S 7,859 D $26.92(5) 1,937,914(2) D Class B common stock, par
value $0.01 per share(6) 56,320,586 D Class B common stock, par value $0.01 per
share(6) 809,409 I By Trust(7) Class B common stock, par value $0.01 per
share(6) 596,158 I See Footnote(8)

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 (Month/Day/Year) 3A. Deemed Execution Date, if any
(Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of
Securities Underlying Derivative Security (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: 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 Prepaid Variable Forward Sale Contract (9)(10)(11) (10) (10)
Class A Common Stock 2,000,000 2,000,000 D

Explanation of Responses: 1. 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. 2. Includes 6,141 shares held in a 401(k)
account. 3. 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. 4. 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. 5. 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. 6. 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. 7. Trust established for
the benefit of the reporting person's children. 8. Shares held by POZ Holdings,
Inc., which is controlled by the reporting person. 9. 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. 10. (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 11. (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.

/s/ Robert E. Riva by Power of Attorney 12/19/2024 ** 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 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). 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.