SEC FORM 4

SEC Form 4

FORM 4

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

1. Name and Address of Reporting Person^*

Race Kevin D

(Last)

(First)

(Middle)

2002 SUMMIT BOULEVARD

SUITE 100

(Street)

ATLANTA

30319

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HOMEBANC CORP [ HMB ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President, CFO & COO

3. Date of Earliest Transaction (Month/Day/Year)
07/14/2005

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 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	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	07/14/2005		F		5,124	D	$8.99	101,859	D
Common Stock	07/14/2005		J ^{( 1 )}		9,252	A	$0	111,111	D
Common Stock	07/14/2005		A		14,314 ^{( 2 )}	A	$0	125,425	D
Common Stock								3,059 ^{( 3 )}	I	See footnote ^{( 3 )}

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)	Code	V	(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)
Stock Appreciation Rights	$0	07/14/2005		A		4,771		^{( 4 )}	07/14/2015	Common Stock	4,771	$0	4,771	D

Explanation of Responses:

1. Pro rata distribution from HBMC Holdings, LLC, of which the Reporting Person is a non-managing member.

2. Represents the acquisition of restricted stock units ("RSUs") awarded under the HomeBanc Corp. Amended and Restated 2004 Long-Term Incentive Plan. The RSUs vest in four equal annual installments, beginning on 7/14/2006 and will be settled for shares of HMB common stock on a one-for-one basis.

3. Reflects 3,059 shares of HMB common stock owned by The Race Family Limited Partnership, LLP, of which the Reporting Person is a general partner.

4. Represents the acquisition of stock appreciation rights ("SARs") awarded under the HomeBanc Corp. Amended and Restated 2004 Long-Term Incentive Plan. The SARs become exercisable in four equal annual installments beginning 7/14/2006. Upon exercise of the SARs, the amount payable upon exercise of the SAR will be converted to shares of HMB common stock to be delivered to the Reporting Person.

	/s/ Alana L. Griffin	07/18/2005
	** 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.