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

Role: Co-Executive VP - Construction, 10%+ Owner
Signature: /s/ Pennington W. Nieri, 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, 06:17 PM
Next filing: May 30, 2023

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	Through a trust	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		Through a trust	F1, F3
holding	UHG	Rights to Receive Earn Out Shares							Mar 30, 2023	Class B Common Stock	2.98M		Through a trust	F1, F4
holding	UHG	Rights to Receive Earn Out Shares							Mar 30, 2023	Class A Common Stock	35.4K		Direct	F4, 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 PWN 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 the Reporting Person, co-trustee and beneficiary of the Trust and also a member of the "group" for purposes of Section 13(d) of the Exchange Act.
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 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.
F4	The Trust, and indirectly 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 Trust, and indirectly the Reporting Person, 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.
F5	Mr. Nieri also received these securities, owned solely by him and not the Trust, in connection with the Merger, based on his receipt of replacement options to purchase shares of Class A Common Stock in lieu of previously outstanding options to purchase shares of GSH. (See footnote (4) above for how Earnout Shares are calculated.) Mr. Nieri will receive 13,265 shares of Class A Common Stock if the trading price so calculated equals or exceeds $12.50; 13,265 shares if the trading price equals or exceeds $15.00; and 8,843 shares if the trading price equals or exceeds $17.50.