Sec Form 3 Filing - PMN Trust 2018 dated 7/17/2018 @ United Homes Group, Inc. - 2023-03-30

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
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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1. Name and Address of Reporting Person
PMN Trust 2018 dated 7/17/2018
2. Issuer Name and Ticker or Trading Symbol
United Homes Group, Inc. [ UHG]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
90 N ROYAL TOWER DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
03/30/2023
(Street)
IRMO, SC29063
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
Class A Common Stock ( 1 ) 83,333 ( 1 ) ( 2 ) D ( 1 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock ( 3 ) ( 3 ) ( 3 ) Class A Common Stock 5,975,576 ( 1 ) ( 3 ) D ( 1 )
Rights to Receive Earn Out Shares ( 4 ) ( 4 ) ( 4 ) ( 4 ) Class B Common Stock 2,978,803 ( 4 ) D ( 1 )
Rights to Receive Earn Out Shares ( 5 ) ( 5 ) ( 5 ) ( 5 ) Class A Common Stock 2,979 ( 5 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
PMN Trust 2018 dated 7/17/2018
90 N ROYAL TOWER DRIVE
IRMO, SC29063
X
Nieri Patrick Michael
90 N ROYAL TOWER DRIVE
IRMO, SC29063
X
Signatures
/s/ PMN Trust 2018 dated 7/17/2018, By Erin Reeves McGinnis through Power of Attorney 04/03/2023
Signature of Reporting Person Date
/s/ Patrick M. Nieri, By Erin Reeves McGinnis through Power of Attorney 04/03/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These shares are directly owned by PMN 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 Patrick M. 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 not an officer or director of the Issuer, and he has the same address as the Trust, as provided on page 1.
( 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 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.
( 5 )Mr. Nieri also received these securities, owned solely by him and not the Trust, in connection with the Merger, based on the Reporting Person's receipt of options to purchase shares of Class A Common Stock in exchange for previously outstanding options to purchase GSH shares. (See footnote (4) above for how Earnout Shares are calculated.) Mr. Nieri will receive 1,117 shares of Class A Common Stock if the trading price so calculated equals or exceeds $12.50; 1,117 shares if the trading price equals or exceeds $15.00; and 745 shares if the trading price equals or exceeds $17.50.

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