Sec Form 4 Filing - McGarry Ryan @ VINEBROOK HOMES TRUST, INC. - 2021-09-07

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person McGarry Ryan 2. Issuer Name and Ticker or Trading Symbol VINEBROOK HOMES TRUST, INC. [ NA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) See Remarks (Last) (First) (Middle) 300 CRESCENT COURT, SUITE 700 3. Date of Earliest Transaction (MM/DD/YY) 09/07/2021 (Street) DALLAS, TX75201 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 OP Units( 1 ) ( 2 ) 09/07/2021 J( 3 ) V 96,463.975 ( 2 ) ( 2 ) Class A Common Stock 96,463.975 $ 0( 3 ) 0 D OP Units( 1 ) ( 2 ) 09/07/2021 J( 3 ) V 32,479.177 ( 2 ) ( 2 ) Class A Common Stock 32,479.177 $ 0( 3 ) 0 I See Footnote( 4 ) OP Units( 1 ) ( 2 ) 09/07/2021 J( 3 ) V 305,388.785 ( 2 ) ( 2 ) Class A Common Stock 305,388.785 $ 0( 3 ) 0 I See Footnote( 5 ) Class C OP Units( 1 ) ( 2 ) 09/07/2021 J( 3 ) V 96,463.975 ( 2 ) ( 2 ) Class A Common Stock 96,463.975 $ 0( 3 ) 96,463.975 D Class C OP Units( 1 ) ( 2 ) 09/07/2021 J( 3 ) V 32,479.177 ( 2 ) ( 2 ) Class A Common Stock 32,479.177 $ 0( 3 ) 32,479.177 I See Footnote( 4 ) Class C OP Units( 1 ) ( 2 ) 09/07/2021 J( 3 ) V 305,388.785 ( 2 ) ( 2 ) Class A Common Stock 305,388.785 $ 0( 3 ) 305,388.785 I See Footnote( 5 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other McGarry Ryan 300 CRESCENT COURT, SUITE 700 DALLAS, TX75201 See Remarks Signatures /s/ Brian Mitts, as attorney-in-fact for Ryan McGarry 11/12/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents common units of limited partnership interest ("OP Units") in VineBrook Homes Operating Partnership, L.P., the operating partnership (the "OP") of VineBrook Homes Trust, Inc. (the "Issuer"). ( 2 )The OP Units are redeemable, beginning one year from issuance, for cash or, at the election of the Issuer, for shares of the Issuer's Class A common stock on a one-for-one basis. The OP Units are vested as of the date of issuance. The OP Units have no expiration date. ( 3 )Pursuant to a reclassification exempt under Rule 16b-7 promulgated under the Securities Exchange Act of 1934, each OP Unit reported herein was reclassified into a new Class C OP Unit. ( 4 )Represents OP Units held directly by VineBrook Annex B GP, LLC, holdings of which the reporting person may be deemed to indirectly beneficially own. The reporting person disclaims beneficial ownership of such OP Units except to the extent of his pecuniary interest therein. ( 5 )Represents OP Units held directly by VineBrook Special Interest Holder, LLC, holdings of which the reporting person may be deemed to indirectly beneficially own. The reporting person disclaims beneficial ownership of such OP Units except to the extent of his pecuniary interest therein.

Remarks: Senior Vice President of Asset Management

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).

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