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

1. Name and Address of Reporting Person *

ROSENBERG STEPHEN
2. Issuer Name and Ticker or Trading Symbol

Greystone Housing Impact Investors LP [ GHI ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    _____ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

14301 FNB PARKWAY, SUITE 211
3. Date of Earliest Transaction (MM/DD/YYYY)

2/27/2023
(Street)

OMAHA, NE 68154
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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
Beneficial Unit Certificates 2/27/2023  A(1)  2745 (1)A$0.00 9446 (2)(3)D  
Beneficial Unit Certificates         14464 (2)(3)I By IRA 

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares

Explanation of Responses:
(1) Restricted units granted pursuant to the Amended and Restated Greystone Housing Impact Investors LP 2015 Equity Incentive Plan. One-third of the aggregate number of restricted units vest on each November 30, 2023, 2024, and 2025.
(2) On September 14, 2022, the GHI Board of Managers declared a supplemental distribution payable in the form of additional Beneficial Unit Certificates ("BUCs"), payable to all holders of record of BUCs on September 30, 2022, to be paid at a ratio of 0.01044 BUCs for each BUC outstanding. As a result, the reporting person received 21 BUCs via Direct ownership and 147 BUCs via Indirect ownership, as of October 31, 2022.
(3) On December 19, 2022, the GHI Board of Managers declared a supplemental distribution payable in the form of additional BUCs, payable to all holders of record of BUCs on December 30, 2022, to be paid at a ratio of 0.0105 BUCs for each BUC outstanding. As a result, the reporting person received 45 BUCs via Direct ownership and 150 BUCs via Indirect ownership, as of January 31, 2023.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
ROSENBERG STEPHEN
14301 FNB PARKWAY
SUITE 211
OMAHA, NE 68154
X



Signatures
/s/ Stephen Rosenberg3/1/2023
**Signature of Reporting PersonDate


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 control number.
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