SEC FORM 5

SEC FORM 5 SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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

Form 3 Holdings Reported.

Form 4 Transactions Reported.

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Merdian Charles Michael

(Last)

(First)

(Middle)

1450 LAKE ROBBINS DRIVE, SUITE 430

(Street)

THE WOODLANDS

77380

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
LGI Homes, Inc. [ LGIH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CFO and Treasurer

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/31/2023		A⁽¹⁾	44	A	$96.93	8,526	D
Common Stock	06/30/2023		A⁽²⁾	12	A	$114.66	8,538	D
Common Stock	09/30/2023		A⁽³⁾	19	A	$84.57	8,557	D
Common Stock	12/31/2023		A⁽⁴⁾	12	A	$113.19	8,569	D
Common Stock							127,129	I	By Merdian Management Trust
Common Stock							13,174	I	By Charles Merdian 2021 Trust

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. The reporting person is voluntarily reporting the acquisition of the Issuer's common stock pursuant to the LGI Homes, Inc. Employee Stock Purchase Program ("ESPP"), for the ESPP purchase period of January 1, 2023 through March 31, 2023. This transaction is also exempt from Rule 16b-3(c). In accordance with the ESPP, these shares were purchased based on 85% of the closing stock price March 31, 2023, the last trading day of the purchase period.

2. The reporting person is voluntarily reporting the acquisition of the Issuer's common stock pursuant to the LGI Homes, Inc. Employee Stock Purchase Program ("ESPP"), for the ESPP purchase period of April 1, 2023 through June 30, 2023. This transaction is also exempt from Rule 16b-3(c). In accordance with the ESPP, these shares were purchased based on 85% of the closing stock price June 30, 2023, the last trading day of the purchase period.

3. The reporting person is voluntarily reporting the acquisition of the Issuer's common stock pursuant to the LGI Homes, Inc. Employee Stock Purchase Program ("ESPP"), for the ESPP purchase period of July 1, 2023 through September 30, 2023. This transaction is also exempt from Rule 16b-3(c). In accordance with the ESPP, these shares were purchased based on 85% of the closing stock price September 29, 2023, the last trading day of the purchase period.

4. The reporting person is voluntarily reporting the acquisition of the Issuer's common stock pursuant to the LGI Homes, Inc. Employee Stock Purchase Program ("ESPP"), for the ESPP purchase period of October 1, 2023 through December 31, 2023. This transaction is also exempt from Rule 16b-3(c). In accordance with the ESPP, these shares were purchased based on 85% of the closing stock price December 29, 2023, the last trading day of the purchase period.

Remarks:

	/s/ Charles Merdian	01/26/2024
	** Signature of Reporting Person	Date
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Merdian Charles Michael was granted 87 shares, increasing direct ownership by 1% to 8,569 units (SEC Form 5)