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Green Brick Partners, Inc. — Director's Dealing 2012
Mar 19, 2012
31330_dirs_2012-03-19_c598baf6-14a0-46d1-bd95-afcbba8c6383.zip
Director's Dealing
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SEC Form 4 — Statement of Changes in Beneficial Ownership
Issuer: BioFuel Energy Corp. (BIOF)
CIK: 0001373670
Period of Report: 2012-03-15
Reporting Person: EINHORN DAVID (Director, 10% Owner, See Footnotes (1)-(10))
Reporting Person: GREENLIGHT CAPITAL LLC (10% Owner)
Reporting Person: GREENLIGHT CAPITAL INC (10% Owner)
Reporting Person: GREENLIGHT CAPITAL L P (10% Owner)
Reporting Person: GREENLIGHT CAPITAL QUALIFIED, L.P. (10% Owner)
Reporting Person: DME Advisors, LP (10% Owner)
Reporting Person: DME Advisors GP, L.L.C. (10% Owner)
Reporting Person: Greenlight Capital Offshore Partners (10% Owner)
Reporting Person: Greenlight Capital (Gold), LP (10% Owner)
Reporting Person: Greenlight Capital Offshore Master (Gold), Ltd. (10% Owner)
Non-Derivative Transactions
| Date | Security | Code | Shares | Price | A/D | Holdings After | Ownership |
|---|---|---|---|---|---|---|---|
| 2012-03-15 | Common Stock, par value $0.01 per share | A | 15000 | — | Acquired | 55000 | Direct |
Holdings (Non-Derivative)
| Security | Shares | Ownership |
|---|---|---|
| Common Stock, par value $0.01 per share | 242470 | Indirect |
| Common Stock, par value $0.01 per share | 1455334 | Indirect |
| Common Stock, par value $0.01 per share | 18689146 | Indirect |
| Common Stock, par value $0.01 per share | 5224887 | Indirect |
| Common Stock, par value $0.01 per share | 540693 | Indirect |
| Common Stock, par value $0.01 per share | 1016349 | Indirect |
| Class B Common Stock | 2998649 | Indirect |
| Class B Common Stock | 11079375 | Indirect |
| Class B Common Stock | 1541101 | Indirect |
Holdings (Derivative)
| Security | Exercise Price | Expiration | Underlying | Shares | Ownership |
|---|---|---|---|---|---|
| LLC Membership Units | $0 | Common Stock, par value $0.01 per share (2998649) | 2998649 | Indirect | |
| LLC Membership Units | $0 | Common Stock, par value $0.01 per share (11079375) | 11079375 | Indirect | |
| LLC Membership Units | $0 | Common Stock, par value $0.01 per share (1541101) | 1541101 | Indirect | |
| Stock Option (right to buy) | $0.73 | 2014-05-21 | Common Stock, par value $0.01 per share (5000) | 5000 | Direct |
| Stock Option (right to buy) | $1.72 | 2015-05-20 | Common Stock, par value $0.01 per share (5000) | 5000 | Direct |
| Stock Option (right to buy) | $10.5 | 2012-06-19 | Common Stock, par value $0.01 per share (5000) | 5000 | Direct |
| Stock Option (right to buy) | $3.55 | 2013-05-15 | Common Stock, par value $0.01 per share (5000) | 5000 | Direct |
Footnotes
F1: David Einhorn is a Director of BioFuel Energy Corp. (the "Issuer"). Mr. Einhorn is also the senior managing member of Greenlight Capital, L.L.C. ("Greenlight LLC"), DME Advisors GP, LLC ("DME GP") and DME Management GP, LLC ("DME Management GP"), and the president of Greenlight Capital, Inc. ("Greenlight Inc."). DME GP is the general partner of DME Advisors, LP ("DME") and DME Capital Management, LP ("DME CM").
F2: One or more of the foregoing entities control the disposition and voting of shares of common stock, par value $0.01 per share (the "Common Stock"), of the Issuer, owned by one or more of the following entities: Greenlight Capital, L.P. ("Greenlight Fund"), Greenlight Capital Qualified, L.P. ("Greenlight Qualified"), Greenlight Capital Offshore Partners ("Greenlight Offshore"), Greenlight Capital (Gold), LP ("Greenlight Gold"), Greenlight Capital Offshore Master (Gold), Ltd. ("Greenlight Gold Offshore") and an account managed by DME (the "Managed Account," and, together with Greenlight Fund, Greenlight Qualified, Greenlight Offshore, Greenlight Gold, Greenlight Gold Offshore, Greenlight LLC, Greenlight Inc., DME GP, DME, DME Management GP and DME CM, the "Greenlight Parties"), in the respective capacities and quantities further described in the footnotes below.
F3: Pursuant to Rule 16a-1 under the Securities Exchange Act of 1934, as amended (the "Act"), each of Mr. Einhorn and the Greenlight Parties disclaims beneficial ownership of the Common Stock except to the extent of their pecuniary interests therein. The filing of this Form 4 shall not be construed as an admission that David Einhorn or any of the Greenlight Parties is or was for the purposes of Section 16(a) of the Act, or otherwise, the beneficial owner of any of the shares of Common Stock owned by Greenlight Fund, Greenlight Qualified, Greenlight Offshore, Greenlight Gold, Greenlight Gold Offshore, or the Managed Account.
F4: Greenlight LLC controls the voting and disposition of 242,470 shares of Common Stock through the account of Greenlight Fund, of which Greenlight LLC is the general partner. In addition, Greenlight Fund holds 2,998,649 shares of class B common stock, par value $0.01 per share ("Class B Stock") of the Issuer and 2,998,649 LLC membership units ("Units") of BioFuel Energy, LLC (the "LLC"), which Units may be exchanged at any time for shares of Common Stock on a one-for-one basis. If any Units are exchanged, the same number of shares of Class B Stock will be retired. As the senior managing member of Greenlight LLC, Mr. Einhorn may be deemed to beneficially own the securities held by Greenlight Fund.
F5: Greenlight LLC controls the voting and disposition of 1,455,334 shares of Common Stock through the account of Greenlight Qualified, of which Greenlight LLC is the general partner. In addition, Greenlight Qualified holds 11,079,375 shares of Class B Stock and 11,079,375 Units, which Units may be exchanged at any time for shares of Common Stock on a one-for-one basis. If any Units are exchanged, the same number of shares of Class B Stock will be retired. As the senior managing member of Greenlight LLC, Mr. Einhorn may be deemed to beneficially own the securities held by Greenlight Qualified.
F6: Greenlight Inc. controls the voting and disposition of 18,689,146 shares of Common Stock held by Greenlight Capital Offshore Partners. Greenlight Inc. is the investment manager of Greenlight Capital Offshore Partners. As the president and a director of Greenlight Inc., Mr. Einhorn may be deemed to beneficially own the shares held by Greenlight Capital Offshore Partners.
F7: DME controls the voting and disposition of 5,224,887 shares of Common Stock through the Managed Account, for which DME serves as the investment manager. As the senior managing member of DME GP, which is the general partner of DME, Mr. Einhorn may be deemed to beneficially own the shares held by the Managed Account.
F8: DME Management GP and DME CM control the voting and disposition of 540,693 shares of Common Stock through the account of Greenlight Gold, of which DME Management GP is the general partner and DME CM is the investment manager. In addition, Greenlight Gold holds 1,541,101 shares of Class B Stock and 1,541,101 Units, which Units may be exchanged at any time for shares of Common Stock on a one-for-one basis. If any Units are exchanged, the same number of shares of Class B Stock will be retired. As the senior managing member of DME Management GP and the senior managing member of DME GP, which is the general partner of DME CM, Mr. Einhorn may be deemed to beneficially own the securities held by Greenlight Gold.
F9: DME CM controls the voting and disposition of 1,016,349 shares of Common Stock through the account of Greenlight Gold Offshore, of which DME CM is the investment manager. As the senior managing member of DME GP, which is the general partner of DME CM, Mr. Einhorn may be deemed to beneficially own the shares held by Greenlight Gold Offshore.
F10: Grant of 15,000 shares of restricted stock pursuant to the Issuer's 2007 Equity Incentive Compensation Plan, which shares vest one year after date of grant. Additional shares held by Mr. Einhorn were previously granted as restricted stock awards pursuant to such plan.