Sec Form 13D Filing - GREENLIGHT CAPITAL INC filing for Green Brick Partners Inc. (GRBK) - 2023-09-08

1	Names of Reporting Persons. Greenlight Capital, Inc.
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)           [ ]
	(b)           [ ]
3	SEC Use Only
4	Source of Funds (See Instructions): AF, WC, OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e): [ ]
6	Citizenship or Place of Organization. Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7           Sole Voting Power 0
		8           Shared Voting Power 834,545
		9            Sole Dispositive Power 0
		10           Shared Dispositive Power 834,545
11	Aggregate Amount Beneficially Owned by Each Reporting Person 834,545
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)     [ ]
13	Percent of Class Represented by Amount in Row (11) 1.8%
14	Type of Reporting Person (See Instructions) CO

 

1	Names of Reporting Persons. DME Advisors GP, LLC
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)           [ ]
	(b)           [ ]
3	SEC Use Only
4	Source of Funds (See Instructions): AF, WC, OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e): [ ]
6	Citizenship or Place of Organization. Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7           Sole Voting Power 0
		8           Shared Voting Power 11,507,838
		9            Sole Dispositive Power 0
		10           Shared Dispositive Power 11,507,838
11	Aggregate Amount Beneficially Owned by Each Reporting Person 11,507,838
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)     [ ]
13	Percent of Class Represented by Amount in Row (11) 25.4%
14	Type of Reporting Person (See Instructions) OO

 

1	Names of Reporting Persons. DME Advisors, L.P.
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)           [ ]
	(b)           [ ]
3	SEC Use Only
4	Source of Funds (See Instructions): AF, WC, OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e): [ ]
6	Citizenship or Place of Organization. Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7           Sole Voting Power 0
		8           Shared Voting Power 2,740,190
		9            Sole Dispositive Power 0
		10           Shared Dispositive Power 2,740,190
11	Aggregate Amount Beneficially Owned by Each Reporting Person 2,740,190
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)     [ ]
13	Percent of Class Represented by Amount in Row (11) 6.0%
14	Type of Reporting Person (See Instructions) PN

 

1	Names of Reporting Persons. DME Capital Management, LP
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)           [ ]
	(b)           [ ]
3	SEC Use Only
4	Source of Funds (See Instructions): AF, WC, OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e): [ ]
6	Citizenship or Place of Organization. Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7           Sole Voting Power 0
		8           Shared Voting Power 8,767,648
		9            Sole Dispositive Power 0
		10           Shared Dispositive Power 8,767,648
11	Aggregate Amount Beneficially Owned by Each Reporting Person 8,767,648
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)     [ ]
13	Percent of Class Represented by Amount in Row (11) 19.3%
14	Type of Reporting Person (See Instructions) PN

 

1	Names of Reporting Persons. David Einhorn
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)           [ ]
	(b)           [ ]
3	SEC Use Only
4	Source of Funds (See Instructions): AF, WC, OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e): [ ]
6	Citizenship or Place of Organization. USA
Number of Shares Beneficially Owned by Each Reporting Person With		7           Sole Voting Power 869,110
		8           Shared Voting Power 12,342,383
		9            Sole Dispositive Power 869,110
		10           Shared Dispositive Power 12,342,383
11	Aggregate Amount Beneficially Owned by Each Reporting Person 13,211,493
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)     [ ]
13	Percent of Class Represented by Amount in Row (11) 29.1%
14	Type of Reporting Person (See Instructions) IN

 

 

This Amendment No. 21 to Schedule 13D (the “Amendment”), relating to shares of common stock, par value $0.01 per share (“Common Stock”), of Green Brick Partners, Inc. (f/k/a BioFuel Energy Corp.), a Delaware corporation (the “Issuer” or the “Company”), 2805 Dallas Parkway, Suite 400, Plano, Texas 75093, amends and supplements the Schedule 13D originally filed with the Securities and Exchange Commission (the “Commission”) on June 26, 2007, as amended by Amendment No. 1 filed with the Commission on May 4, 2010, Amendment No. 2 filed with the Commission on September 27, 2010, Amendment No. 3 filed with the Commission on September 27, 2010, Amendment No. 4 filed with the Commission on December 17, 2010, Amendment No. 5 filed with the Commission on February 8, 2011, Amendment No. 6 filed with the Commission on April 8, 2011, Amendment No. 7 filed with the Commission on September 6, 2012, Amendment No. 8 filed with the Commission on March 28, 2014, Amendment No. 9 filed with the Commission on June 13, 2014, Amendment No. 10 filed with the Commission on July 16, 2014, Amendment No. 11 filed with the Commission on October 29, 2014, Amendment No. 12 filed with the Commission on July 1, 2015, Amendment No. 13 filed with the Commission on November 16, 2017, Amendment No. 14 filed with the Commission on July 5, 2018, Amendment No. 15 filed with the Commission on January 27, 2021, Amendment No. 16 filed with the Commission on February 10, 2021, Amendment No. 17 filed with the Commission on May 6, 2022, Amendment No. 18 filed with the Commission on August 5, 2022, Amendment No. 19 filed with the Commission on June 30, 2023, and Amendment No. 20 filed with the Commission on August 4, 2023.

 

This Amendment is being filed on behalf of Greenlight Capital, Inc., a Delaware corporation (“Greenlight Inc.”), DME Advisors GP, LLC, a Delaware limited liability company (“Advisors GP”), DME Advisors, L.P., a Delaware limited partnership of which Advisors GP is the general partner (“Advisors”), DME Capital Management, LP, a Delaware limited partnership of which Advisors GP is the general partner (“DME CM”), and Mr. David Einhorn (the “Principal” and, together with Greenlight Inc., Advisors GP, Advisors and DME CM, the “Reporting Persons”).  Mr. Einhorn is the principal of each of Greenlight Inc., Advisors GP, Advisors and DME CM. Mr. Einhorn is also a Director of the Issuer.

 

Greenlight Inc. acts as investment advisor for Greenlight Capital Offshore Partners, Ltd. (“GCOP, Ltd.”). DME CM acts as investment advisor for Greenlight Capital Offshore Master, Ltd. (“GCOM”) and special purpose vehicles created by GCOP, Ltd. and GCOM (the “SPVs”) and manages a portfolio for a private fund (the “Sub-Account”).  DME acts as investment advisor for Solasglas Investments, LP (“SILP”).  GCOP, Ltd., GCOM, the SPVs, the Sub-Account, SILP and the Reporting Persons are referred to herein collectively as “Greenlight.” 

 

The filing of this Amendment shall not be construed as an admission that any of the Reporting Persons is for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, the beneficial owner of any of the shares of Common Stock reported herein.  Pursuant to Rule 13d-4, each of the Reporting Persons disclaims all such beneficial ownership except to the extent of its pecuniary interest in any such shares, if applicable.

 

Unless otherwise indicated, all capitalized terms used herein but not defined herein shall have the same meanings as set forth in this Schedule 13D, as previously amended.

 

This Amendment is being filed to amend and supplement Items 4, 5, 6 and 7 as follows:

Item 4.  Purpose of Transaction.

 

On September 6, 2023, the Sub-Account, as a selling shareholder, entered into an underwriting agreement (the “Underwriting Agreement”) with the Company and Goldman Sachs & Co. LLC (the “Underwriter”), with respect to an underwritten public offering of 850,000 shares of Common Stock (the “Secondary Offering”).  In connection with the Secondary Offering, which closed on September 8, 2023, the Sub-Account sold 850,000 shares of Common Stock at a price of $45.63 per share.  The Company did not receive any proceeds from the sale of Common Stock by the Sub-Account.

In connection with the Secondary Offering, certain Greenlight entities and each executive officer and director of the Company (collectively, the “Lock-Up Parties”) entered into a lock-up agreement (the “Lock-Up Agreement”) with the Underwriter pursuant to which, subject to certain exceptions (including the forward sale transactions referenced below), the Lock-Up Parties have agreed not to dispose of or hedge any of their shares of Common Stock or securities convertible into or exchangeable for shares of Common Stock (“Lock-Up Securities”) or make any demand for or exercise any right with respect to the registration of any Lock-Up Securities through the date that is 30 days after the date of the final prospectus used to sell the above-referenced 850,000 shares of Common Stock pursuant to the Underwriting Agreement, except with the prior written consent of the Underwriter.

The foregoing descriptions of the Underwriting Agreement and the Lock-Up Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Underwriting Agreement and the form of Lock-Up Agreement, which are attached as Exhibit 99.1 and 99.2, respectively, and incorporated into this Item 4 by reference.

In addition, as previously disclosed, in connection with an internal restructuring of certain Greenlight entities, holders of the Class A interests in the SPVs have elected to have a total of approximately two million shares of Common Stock held by the SPVs sold in the intermediate term, likely within the next sixteen months, subject to market conditions and legal, regulatory and other restrictions and limitations.  The SPVs, partially in furtherance of those contemplated sales, and another Greenlight entity, to reduce the concentration of its investment portfolio, may in the near future enter into and perform one or more forward sale transactions with the Underwriter or its affiliate, as dealer, with respect to an aggregate of approximately two million shares of Common Stock.  Additional shares controlled by Greenlight may be sold in similar or other transactions in the future.

Item 5.  Interest in Securities of the Issuer.

 

(a) and (b) See Items 7-13 of the cover pages.

The percentages reported herein are based on a statement in the Quarterly Report on Form 10-Q filed by the Issuer with the SEC on August 2, 2023 that there were 45,378,678 shares of Common Stock outstanding as of July 26, 2023.

(c)  The information described in Item 4 is hereby incorporated by reference into this Item 5(c).  The Reporting Persons have not engaged in any other transactions in the Common Shares during the sixty day period prior to the filing of this Schedule 13D that have not previously been reported.

 

Item 6.  Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

The information described in Item 4 is hereby incorporated by reference into this Item 6.

 

Item 7.  Exhibits.

 

Exhibit 99.1

Underwriting Agreem ent (incorporated herein by reference to Exhibit 1.1 to the Current Report on Form 8-K filed by the Company with the Commission on September 8, 2023)

Exhibit 99.2

Form of Lock-Up Agreement (filed herewith)

Exhibit 99.3

Joint Filing Agreement executed by and among the Reporting Persons as of March 28, 2014 (incorporated herein by reference to Exhibit 99.2 to Amendment No. 8 to Schedule 13D relating to shares of Common Stock of the Issuer, as filed by the Reporting Persons with the Commission on March 28, 2014)

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date:    September 8, 2023

 

 

Greenlight Capital, Inc.

 

By: /s/ Daniel Roitman

                                                                              Daniel Roitman

   Chief Operating Officer

 

DME Advisors GP, L.L.C.

 

By: /s/ Daniel Roitman

   Daniel Roitman

   Chief Operating Officer

 

DME Advisors, L.P.

 

By: /s/ Daniel Roitman

   Daniel Roitman

   Chief Operating Officer

 

DME Capital Management, LP

 

By: /s/ Daniel Roitman

   Daniel Roitman

   Chief Operating Officer

/s/ Daniel Roitman**

Daniel Roitman, on behalf of David Einhorn