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