MEN Trust 2018 dated 7/17/2018 - Mar 30, 2023 Form 3 Insider Report for United Homes Group, Inc. (UHG)

Role
10%+ Owner
Signature
/s/ MEN Trust 2018 dated 7/17/2018, 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, 04:49 PM

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding UHG Class A Common Stock 83.3K Mar 30, 2023 Direct F1, F2

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 Class B Common Stock Mar 30, 2023 Class A Common Stock 5.98M Direct F1, F3
holding UHG Rights to Receive Earn Out Shares Mar 30, 2023 Class B Common Stock 2.98M Direct F1, F4
holding UHG Rights to Receive Earn Out Shares Mar 30, 2023 Class A Common Stock 2.98K Direct F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 These shares are directly owned by MEN 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 Maigan E. 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. Ms. Nieri is not an officer or director of the Issuer, and she has the same address as the Trust, as provided on page 1.
F2 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.
F3 The Trust, and indirectly Ms. Nieri, received these shares of Class B Common Stock of the Issuer in exchange for 16,000 shares of Class B common stock of GHS, 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.
F4 The Trust, and indirectly Ms. 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 Ms. 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 it if equals or exceeds $17.50.
F5 Ms. Nieri also received these securities, owned solely by her 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.) Ms. 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 equal or exceeds $17.50.