SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Nieri Pennington W.

(Last)

(First)

(Middle)

90 N. ROYAL TOWER DRIVE

(Street)

IRMO

29063

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/30/2023

3. Issuer Name and Ticker or Trading Symbol
United Homes Group, Inc. [ UHG ]

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

	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Co-Executive VP - Construction

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	83,333⁽¹⁾⁽²⁾	I	Through a trust⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B Common Stock	⁽³⁾	⁽³⁾	Class A Common Stock	5,975,576⁽¹⁾⁽³⁾	⁽³⁾	I	Through a trust⁽¹⁾
Rights to Receive Earn Out Shares⁽⁴⁾	⁽⁴⁾	⁽⁴⁾	Class B Common Stock	2,978,803⁽¹⁾⁽⁴⁾	⁽⁴⁾	I	Through a trust⁽¹⁾
Rights to Receive Earn Out Shares⁽⁴⁾	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	35,373⁽⁵⁾	⁽⁵⁾	D

Explanation of Responses:

1. These shares are directly owned by PWN Trust 2018 dated 7/17/2018 (the "Trust"), which is a member of a "group" for purposes of Section 13(d) of the Exchange Act. These shares are also indirectly owned by the Reporting Person, co-trustee and beneficiary of the Trust and also a member of the "group" for purposes of Section 13(d) of the Exchange Act.

2. 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.

3. 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.

4. The Trust, and indirectly the Reporting Person, 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 the Reporting Person, 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.

5. Mr. Nieri also received these securities, owned solely by him and not the Trust, in connection with the Merger, based on his receipt of replacement options to purchase shares of Class A Common Stock in lieu of previously outstanding options to purchase shares of GSH. (See footnote (4) above for how Earnout Shares are calculated.) Mr. Nieri will receive 13,265 shares of Class A Common Stock if the trading price so calculated equals or exceeds $12.50; 13,265 shares if the trading price equals or exceeds $15.00; and 8,843 shares if the trading price equals or exceeds $17.50.

	/s/ Pennington W. Nieri, By Erin Reeves McGinnis through Power of Attorney	04/03/2023
	** 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 5 (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).
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