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

Role: Chairman, CEO, and President, Director, 10%+ Owner
Signature: /s/ Michael P. Nieri, By Erin Reeves McGinnis through Power of Attorney
Issuer symbol: UHG
Transactions as of: 30 Mar 2023
Net transactions value: $0
Form type: 3
Filing time: 03 Apr 2023, 17:29:12 UTC
Next filing: 30 May 2023
SEC: View on sec.gov

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							30 Mar 2023	Class A Common Stock	19,047,149		Direct	F1
holding	UHG	Rights to Receive Earn Out Shares							30 Mar 2023	Class B Common Stock	9,494,936		Direct	F2

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

Explanation of Responses:

Id	Content
F1	The Reporting Person received these shares of Class B Common Stock of the Issuer in exchange for 51,000 shares of the Class B common stock of Great Southern Homes, Inc. ("GSH"), a private company, in connection with the merger of GSH into a wholly owned subsidiary of the Issuer (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.
F2	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 Reporting Person will receive 3,560,601 Earn Out Shares if the trading price so calculated equals or exceeds $12.50; 3,560,601 shares if it equals or exceeds $15.00; and 2,373,734 shares if it equals and exceeds $17.50.

Content

The Reporting Person received these shares of Class B Common Stock of the Issuer in exchange for 51,000 shares of the Class B common stock of Great Southern Homes, Inc. ("GSH"), a private company, in connection with the merger of GSH into a wholly owned subsidiary of the Issuer (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.

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 Reporting Person will receive 3,560,601 Earn Out Shares if the trading price so calculated equals or exceeds $12.50; 3,560,601 shares if it equals or exceeds $15.00; and 2,373,734 shares if it equals and exceeds $17.50.