0001474506-23-000157.txt : 20230403 0001474506-23-000157.hdr.sgml : 20230403 20230403171456 ACCESSION NUMBER: 0001474506-23-000157 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230330 FILED AS OF DATE: 20230403 DATE AS OF CHANGE: 20230403 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Nieri Pennington W. CENTRAL INDEX KEY: 0001968245 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39936 FILM NUMBER: 23793852 MAIL ADDRESS: STREET 1: 90 N. ROYAL TOWER DRIVE CITY: IRMO STATE: SC ZIP: 29063 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PWN Trust 2018 dated 7/17/2018 CENTRAL INDEX KEY: 0001970728 STATE OF INCORPORATION: SC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39936 FILM NUMBER: 23793853 BUSINESS ADDRESS: STREET 1: 90 N ROYAL TOWER DRIVE CITY: IRMO STATE: SC ZIP: 29063 BUSINESS PHONE: 8037606701 MAIL ADDRESS: STREET 1: 90 N ROYAL TOWER DRIVE CITY: IRMO STATE: SC ZIP: 29063 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: United Homes Group, Inc. CENTRAL INDEX KEY: 0001830188 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531] IRS NUMBER: 853460766 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 250 PARK AVE. 7TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10177 BUSINESS PHONE: 212-572-6260 MAIL ADDRESS: STREET 1: 250 PARK AVE. 7TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10177 FORMER COMPANY: FORMER CONFORMED NAME: DiamondHead Holdings Corp. DATE OF NAME CHANGE: 20201027 3 1 primary_doc.xml PRIMARY DOCUMENT X0206 3 2023-03-30 0 0001830188 United Homes Group, Inc. UHG 0001970728 PWN Trust 2018 dated 7/17/2018 90 N ROYAL TOWER DRIVE IRMO SC 29063 0 0 1 0 0001968245 Nieri Pennington W. 90 N. ROYAL TOWER DRIVE IRMO SC 29063 0 0 1 0 Class A Common Stock 83333 D Class B Common Stock Class A Common Stock 5975576 D Rights to Receive Earn Out Shares Class B Common Stock 2978803 D These shares are directly owned by PWN Trust 2018 dated 7/17/2018 (the "Trust"), which is the Reporting Person and is a member of a "group" for purposes of Section 13(d) of the Exchange Act. These shares are also indirectly owned by Pennington W. Nieri, co-trustee and beneficiary of the Trust and also a member of the "group" for purposes of Section 13(d) of the Exchange Act. Mr. Nieri is an officer of the Issuer, has the same address as the Trust (as provided on page 1) and has filed a separate Form 3. Includes 16,667 additional shares issued in connection with the merger of Great Southern Homes, Inc. ("GSH"), a private company, into a wholly owned subsidiary of the Issuer (the "Merger"), based on agreements with the Issuer to issue to the Trust an additional one quarter share (at a price of $0.01/share) for every share the Trust purchased (a) in the open market between March 1, 2023 and March 15, 2023; and (b) from the Issuer at the effective time of the Merger at a price per share of $10.00. The Trust, and indirectly Mr. Nieri, received these shares of Class B Common Stock of the Issuer in exchange for 16,000 shares of Class B common stock of GSH, in connection with the Merger. Each share of Class B Common Stock of the Issuer is convertible into one share of Class A Common Stock of the Issuer at any time, at the holder's election, and has no expiration date. The Trust, and indirectly Mr. Nieri, also received these securities in connection with the Merger. The Earn Out Shares will be issued in up to three potential tranches only if, during a period beginning 90 days after the closing date of the Merger and continuing through the fifth anniversary of the closing date (the "Earn Out Period"), the weighted value trading price exceeds one or more of three targets for the Class A Common Stock within any 30 consecutive trading day period during the Earn Out Period. The Trust, and indirectly Mr. Nieri, will receive 1,117,051 Earn Out Shares if the trading price so calculated equals or exceeds $12.50; 1,117,051 shares if it equals or exceeds $15.00; and 744,701 shares if it equals or exceeds $17.50. /s/ PWN Trust 2018 dated 7/17/2018, By Erin Reeves McGinnis through Power Attorney 2023-04-03