Co-Exec. VP - Construction Nieri Pennington W. bought $7,015,095 worth of shares (1,403,019 units at $5.00) (SEC Form 4)
$UHG
Homebuilding
Consumer Discretionary
| FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
United Homes Group, Inc. [ UHG ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/07/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | 06/07/2024 | P | 980,000(1) | A | $5 | 980,000 | I | By Nieri Grandchild Trust | ||
| Class A Common Stock | 06/07/2024 | P | 289,659(2) | A | $5 | 289,659 | I | By White Rock Investments, LLC | ||
| Class A Common Stock | 06/10/2024 | P | 133,360(3) | A | $5 | 133,360 | I | By Two Blue Stallions, LLC | ||
| Class A Common Stock | 83,332 | I(4) | By PWN Trust 2018 dated 7/17/2018 | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 7. 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: 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 | ||||||||
| Explanation of Responses: |
| 1. On June 7, 2024, the MPN Grandchildren's Trust 2023 Dated September 12, 2023 (the "Nieri Grandchild Trust") acquired the subject Class A shares in a private transaction. Pennington W. Nieri, the reporting person, is the trustee of the Nieri Grandchild Trust. Members of the reporting person's immediate family are among the beneficiaries of the Nieri Grandchild Trust. The reporting person disclaims beneficial ownership of the Class A shares held by the Nieri Grandchild Trust except to the extent of his pecuniary interest therein. |
| 2. On June 7, 2024, White Rock Investments, LLC, a limited liability company of which the reporting person is the sole manager and that is 50% owned by PWN Trust 2021 dated 3/19/21 (the "PWN Trust 2021"), a family trust in which the reporting person is a co-trustee and beneficiary, acquired the subject Class A shares in a private transaction. The reporting person disclaims beneficial ownership of the Class A shares held by White Rock Investments, LLC and indirectly by the PWN Trust 2021 except to the extent of his pecuniary interest therein. |
| 3. On June 10, 2024, Two Blue Stallions, LLC, a limited liability company of which the reporting person is the sole manager and that is 33% owned by PWN Trust 2021, of which the reporting person is a co-trustee and beneficiary, and 0.34% owned by the reporting person, acquired the subject Class A shares in a private transaction. The reporting person disclaims beneficial ownership of the Class A shares held by Two Blue Stallions, LLC and indirectly by the PWN Trust 2021 except to the extent of his pecuniary interest therein. |
| 4. These shares are directly owned by PWN Trust 2018 dated 7/17/2018. |
| /s/ Pennington W. Nieri, By Kathryn Simons through Power of Attorney | 06/11/2024 | |
| ** 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 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 Number. | ||