Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
DREAM FINDERS HOMES, INC.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
26154D100
(CUSIP Number)
December 31, 2023
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐Rule 13d-1(b)
☐Rule 13d-1(c)
☒Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing
information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the
liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
1
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1
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NAME OF REPORTING PERSONS
Patrick O. Zalupski
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) ☐
(b) ☐ |
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5
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SOLE VOTING POWER
61,062,878*
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
61,062,878*
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
61,062,878
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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□
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
65.6%**
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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*Includes (i) shares of restricted Class A Common Stock with vesting subject to continued service, (ii) 58,820,586 shares of Class B Common Stock held directly and (iii) 1,405,567
shares of Class B Common Stock owned indirectly through trusts and disclaims beneficial ownership of such shares except to the extent of any pecuniary interest in such trust. Each share of Class B Common Stock is convertible into one share of Class
A Common Stock.
** Percent of class is calculated based on 32,882,124 shares of Class A Common Stock of the Issuer outstanding as of November 2, 2023 and assumes the conversion of all 60,226,153
shares of Class B Common Stock into Class A Common Stock.
2
| Item 1(a). |
Name of Issuer:
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Dream Finders Homes, Inc.
| Item 1(b). |
Address of Issuer’s Principal Executive Offices:
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14701 Philips Highway, Suite 300, Jacksonville, Florida 32256.
| Item 2(a). |
Name of Person Filing:
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Patrick O. Zalupski
| Item 2(b). |
Address of Principal Business Office or, if none, Residence:
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The business address is c/o Dream Finders Homes, Inc. 14701 Philips Highway, Suite 300, Jacksonville, Florida 32256.
| Item 2(c). |
Citizenship:
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Mr. Zalupski is a United States citizen.
| Item 2(d). |
Title of Class of Securities:
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Class A Common Stock
| Item 2(e). |
CUSIP Number:
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26154D100
| Item 3. |
If this statement is filed pursuant to sections 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:
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(a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d) [ ] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);
(e) [ ] An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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(g) [ ] A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j) [ ] A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
(k) [ ] Group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____
| Item 4. |
Ownership:
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| (a) |
Amount Beneficially Owned: 61,062,878 shares of Class A Common Stock. The amount includes (i) shares of restricted Class A Common Stock with vesting subject to continued service, (ii) 58,820,586 shares of Class B
Common Stock held directly and (iii) 1,405,567 shares of Class B Common Stock owned indirectly through trusts and disclaims beneficial ownership of such shares except to the extent of any pecuniary interest in such trust. Each share of Class
B Common Stock is convertible into one share of Class A Common Stock.
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| (b) |
Percent of Class: 65.6% (Percent of class is calculated based on 32,882,124 shares of Class A Common Stock of the Issuer outstanding as of November 2, 2023 and assumes the conversion of all 60,226,153 shares of
Class B Common Stock into Class A Common Stock).
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| (c) |
Number of shares as to which such person has:
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| (i) |
sole power to vote or to direct the vote: 61,062,878
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| (ii) |
shared power to vote or to direct the vote: 0
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| (iii) |
sole power to dispose or to direct the disposition of: 61,062,878
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| (iv) |
shared power to dispose or to direct the disposition of: 0
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| Item 5. |
Ownership of Five Percent or Less of a Class:
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Not Applicable
| Item 6. |
Ownership of More than Five Percent on Behalf of Another Person:
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Not Applicable
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| Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:
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Not Applicable
| Item 8. |
Identification and Classification of Members of the Group:
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Not Applicable
| Item 9. |
Notice of Dissolution of Group:
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Not Applicable
| Item 10. |
Certification:
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Not Applicable
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: February 21, 2024
/s/ Patrick O. Zalupski
Patrick O. Zalupski
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