James P. Clements - Mar 30, 2023 Form 3 Insider Report for United Homes Group, Inc. (UHG)

Role: Director
Signature: /s/ James P. Clements, By Erin Reeves McGinnis through Power of Attorney
Stock symbol: UHG
Transactions as of: Mar 30, 2023
Transactions value $: $0
Form type: 3
Date filed: 4/3/2023, 02:14 PM
Previous filing: Jun 2, 2022
Next filing: May 19, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	UHG	Class A Common Stock						20K	Mar 30, 2023	Direct	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	UHG	Rights to Receive Earn Out Shares							Mar 30, 2023	Class A Common Stock	17.7K		Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Includes 4,000 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 an agreement with the Issuer to issue to the Reporting Person an additional one quarter share (at a price of $0.01/share) for every share the Reporting Person purchased in the open market between March 1, 2023 and the date that was 5 business days before the special meeting of the Issuer's stockholders to approve the Merger.
F2	The Reporting Person received these securities 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. 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 Reporting Person will receive 6,632 Earn Out Shares if the trading price so calculated equals or exceeds $12.50; 6,632 shares if it equals or exceeds $15.00; and 4,422 shares if it equals or exceeds $17.50.

Content

Includes 4,000 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 an agreement with the Issuer to issue to the Reporting Person an additional one quarter share (at a price of $0.01/share) for every share the Reporting Person purchased in the open market between March 1, 2023 and the date that was 5 business days before the special meeting of the Issuer's stockholders to approve the Merger.

The Reporting Person received these securities 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. 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 Reporting Person will receive 6,632 Earn Out Shares if the trading price so calculated equals or exceeds $12.50; 6,632 shares if it equals or exceeds $15.00; and 4,422 shares if it equals or exceeds $17.50.