Sec Form 4 Filing - Sprong Dana @ VINEBROOK HOMES TRUST, INC. - 2023-08-03

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 Sprong Dana 2. Issuer Name and Ticker or Trading Symbol VINEBROOK HOMES TRUST, INC. [ NA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ 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) 08/03/2023 (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 Class C OP Units ( 1 ) ( 2 ) 08/03/2023 A( 3 ) 73,424.09 ( 2 ) ( 2 ) Class A Common Stock 73,424.09 $ 59.85 385,239.169 ( 4 ) ( 5 ) D Class C OP Units ( 1 ) ( 2 ) 08/03/2023 J( 6 ) 385,239.169 ( 2 ) ( 2 ) Class A Common Stock 385,239.169 $ 0 0 D Class C Common Units ( 6 ) ( 6 ) 08/03/2023 A( 6 ) 385,239.169 ( 6 ) ( 6 ) Class C OP Units 385,239.169 $ 0 385,239.169 D Profit Interest Units ( 7 ) ( 7 ) 08/03/2023 A( 8 ) 237,944.16 ( 7 ) ( 7 ) Class C OP Units 237,944.16 $ 0 484,563.16 D Profit Interest Units ( 7 ) ( 7 ) 08/03/2023 J( 6 ) 484,563.16 ( 7 ) ( 7 ) Class C OP Units 484,563.16 $ 0 0 D Profits LTIP Units ( 6 ) ( 6 ) 08/03/2023 A( 6 ) 484,563.16 ( 6 ) ( 6 ) Profit Interest Units 484,563.16 $ 0 484,563.16 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Sprong Dana 300 CRESCENT COURT, SUITE 700 DALLAS, TX75201 X See Remarks Signatures /s/ Brian Mitts, as attorney-in-fact for Dana Sprong 08/09/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents Class C common units of limited partnership interest ("OP Units") in VineBrook Homes Operating Partnership, L.P., the operating partnership (the "OP") of 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 )Represents OP Units received as consideration pursuant to a Contribution Agreement (the "Contribution Agreement"), by and between VineBrook Management, LLC, VineBrook Development Corporation, VineBrook Homes Realty Company, Inc., VineBrook Homes Services Company, Inc., the Reporting Person and other individuals party thereto (each a "Contributor" and collectively, the "Contributors"), VineBrook Homes, LLC (the "Manager") and the OP, dated August 3, 2023, the Contributors contributed their equity in the Manager to the OP in exchange for a number of OP Units calculated pursuant to the Contribution Agreement (the "Contribution"). ( 4 )Includes OP Units acquired under the OP's distribution reinvestment plan. ( 5 )Includes 100,681.55 OP Units received by the Reporting Person as a liquidating distribution from VineBrook Special Interest Holder LLC prior to the Contribution and 19,107.50 OP Units received by the Reporting Person as a liquidating distribution from VineBrook Annex B GP, LLC, which were exempt from reporting pursuant to Rule 16a-13 promulgated under the Securities Exchange Act of 1934. In prior reports, the Reporting Person reported beneficial ownership of all shares held by VineBrook Special Interest Holder LLC and VineBrook Annex B GP, LLC. Prior to the liquidating distribution, VineBrook Special Interest Holder LLC held 326,687.99 OP Units and VineBrook Annex B GP, LLC held 32,479.18, which are no longer reported herein. ( 6 )Immediately following the Contribution, the Reporting Person contributed (i) all directly held OP Units to VineBrook Management Holdings, LLC ("Holdco") in exchange for Class C common units of membership interest in Holdco ("HoldCo Class C Units") on a one-for-one basis and (ii) all directly held Profits Units (defined below) to Holdco in exchange for profits LTIP units of membership interest in Holdco ("Holdco Profits Units") on a one-for-one basis. The HoldCo Class C Units and Holdco Profits Units have substantially similar transfer, conversion and economic rights as if the Reporting Person held the OP Units or Profits Units, respectively, directly. The HoldCo Class C Units are vested as of the date of issuance and have no expiration date. The Holdco Profits Units vest on the terms of the Profits Units underlying them. ( 7 )Represents Profits Interest Units ("Profits Units") in the OP. Each Profits Unit can be converted into one OP Unit in the OP following vesting; provided the book-up target (as defined in the OP limited partnership agreement) for the Profit Units equals zero. ( 8 )On August 3, 2023, the Reporting Person was granted 237,944.16 Profits Units. The Profits Units will vest on February 28, 2026.

Remarks: Senior Vice President of Acquisitions & Dispositions

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).

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