UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)
United Homes Group, Inc.
(Name of Issuer)
Class A Common Stock, par value $0.0001
per share
(Title of Class of Securities)
91060H 108
(CUSIP Number)
Michael P. Nieri
917 Chapin Road
Chapin, South Carolina 29036
Telephone: 844-766-4663
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
June 7, 2024
(Date of Event Which Requires Filing of this Statement)
If the filing
person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7
for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior
cover page. |
The information required on the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act")
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
| CUSIP No. 91060H 108 |
| 1 |
NAMES OF REPORTING PERSONS |
| Michael P. Nieri |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
| (a) ¨ (b) ¨ (1) |
| 3 |
SEC USE ONLY |
| |
| 4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS) |
| OO, PF |
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
| ¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
| United States |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER |
| 18,485,484 (2) |
| 8 |
SHARED VOTING POWER |
| 21,482,585 (3) (4) |
| 9 |
SOLE DISPOSITIVE POWER |
| 18,485,484 (2) |
| 10 |
SHARED DISPOSITIVE POWER |
| 21,482,585 (4) |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 39,968,069 (5) |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) |
| ¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| 82.4% (6) |
| 14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
| IN |
(1) The Reporting Person does not affirm and hereby disclaims membership
in a group as described herein. Therefore, the Reporting Person has not checked row 2(a). Because this is a joint filing pursuant
to Rule 13d–1(k)(1), pursuant to Instruction 2 to the Schedule 13D cover page, the Reporting Person also has not checked row 2(b).
(2) Consists of (i) 18,321,933 shares of Class B common stock
of the Issuer, par value $0.0001 per share (the “Class B Common Shares”), which are convertible on a 1:1 basis
into shares of Class A common stock of the Issuer, par value $0.0001 per share (the “Class A Common Shares”), and (ii)
163,551 Class A Common Shares that the Reporting Person may acquire pursuant to the exercise of stock options. Class B Common Shares are
entitled to two votes per share, and Class A Common Shares are entitled to one vote per share.
(3) Some of the shares reported in this Amendment No. 3 (this “Amendment
No. 3”) to the Schedule 13D filed with the SEC on May 10, 2023 (the “Initial Schedule 13D” and, as amended
by Amendment No. 1 to Schedule 13D filed with the SEC on October 10, 2023 (“Amendment No. 1”) and Amendment No. 2 to
Schedule 13D filed with the SEC on February 26, 2024 (“Amendment No. 2”), the “Schedule 13D”) as
beneficially owned by:
| · | Michael P. Nieri (including shares owned jointly by Michael Nieri and his spouse), |
| · | Pennington W. Nieri (including shares owned by White Rock Capital, LLC and Two Blue Stallions, LLC (together, the “LLCs”),
of which in each case Pennington W. Nieri is the sole manager), |
| · | Maigan Nieri Lincks (previously referred to in the Schedule 13D as Maigan Nieri, her maiden name), |
| · | the PWN Trust 2018 dated 7/17/2018 (the “PWN Trust”), |
| · | the MEN Trust 2018 dated 7/17/2018 (the “MEN Trust”), and |
| · | the PMN Trust 2018 dated 7/17/2018 (the “PMN Trust”; each of the PWN Trust, the MEN Trust, and the PMN Trust being
a “Nieri Trust” and collectively the “Nieri Trusts”) |
were acquired as follows:
| (A) | upon the closing of a business combination between Great Southern Homes, Inc. (“GSH”) and DiamondHead Holdings
Corp. (“DHHC”; such transaction with GSH, the “Business Combination”) on March 30, 2023, pursuant
to a Business Combination Agreement by and among, DHHC, Hestia Merger Sub, Inc. (“Merger Sub”), and GSH, pursuant to
which (i) Merger Sub merged with and into GSH (the “Merger”), (ii) GSH continued as the surviving entity of the Merger
and a wholly-owned subsidiary of DHHC, and (iii) DHHC changed its name to United Homes Group, Inc. (the “Issuer”), |
| (B) | in separate transactions described in Item 3 of the Initial Schedule 13D, and |
(C) in separate transactions described in Items
3 and 5 of this Amendment No. 3.
The shares reported in this Amendment No. 3 as beneficially owned by
the MPN Grandchildren’s Trust 2023 dated September 12, 2023 (the “Nieri Grandchild Trust”) were (i) gifted to
the Nieri Grandchild Trust by Michael Nieri in separate transactions described in Item 3 of Amendment No. 1 and Item 3 of Amendment No.
2, and (ii) acquired by the Nieri Grandchild Trust in a separate transaction described in Items 3 and 5 of this Amendment No. 3.
Michael Nieri
is the grantor of each Nieri Trust and the Nieri Grandchild Trust; is the father of the respective beneficiaries and co-trustees of each
Nieri Trust; is the father of the sole manager and the respective beneficiaries and co-trustees of the trusts that are members of each
of the LLCs; is the brother-in-law of R. Shelton Twine, the co-trustee of each Nieri Trust and co-trustee of the trusts that are members
of each of the LLCs; and is the grandfather of the beneficiaries of and the father of the trustee of the Nieri Grandchild Trust. Michael Nieri
retains the power of substitution with respect to the assets held by each of the Nieri Trusts and
the Nieri Grandchild Trust. Michael P. Nieri may be deemed to have or share beneficial ownership with respect to the shares
held by the Nieri Trusts, the Nieri Grandchild Trust, and the LLCs; Mr. Nieri disclaims beneficial ownership of these shares.
Pennington
W. Nieri is the sole manager of the LLCs. Pennington W. Nieri and R. Shelton Twine are the co-trustees of the PWN Trust. Maigan Nieri
Lincks and R. Shelton Twine are the co-trustees of the MEN Trust. Patrick M. Nieri and R. Shelton Twine are the co-trustees of the PMN
Trust. Pennington W. Nieri is the trustee of the Nieri Grandchild Trust. All of the Nieri Trusts and the Nieri Grandchild Trust are governed
by trust agreements that authorize the trustees or trustee to vote and dispose of the Class A Common Shares held by the respective trust.
Michael P. Nieri retains the power of substitution with respect to the assets held by each of the
Nieri Trusts and the Nieri Grandchild Trust, pursuant to which Mr. Nieri may remove any or all of the Class A Common Shares
held by a trust and replace them with property of equivalent value.
(4) Composed
of (i) 83,332 Class A Common Shares and 5,975,576 Class B Common Shares beneficially owned by the PWN Trust; (ii) 83,332 Class A
Common Shares and 5,975,576 Class B Common Shares beneficially owned by the MEN Trust; (iii) 83,332 Class A Common Shares and 5,975,576
Class B Common Shares beneficially owned by the PWN Trust; (iv) 980,000 Class A Common Shares and 725,215 Class B Common Shares beneficially
owned by the Nieri Grandchild Trust; (v) 621,328 Class A Common Shares jointly held by Michael P. Nieri and his spouse; and (vi) 979,318
Class A Common Shares beneficially owned by the LLCs. (Mrs. Nieri disclaims beneficial ownership of the 621,328 Class A Common
Shares jointly held by Michael P. Nieri, and this report shall not be deemed an admission that she is the beneficial owner of such shares
for purposes of Rule 13d-3 of the Exchange Act, or otherwise.)
(5) Composed of (i) 18,321,933 Class B Common Shares; (ii) 163,551
Class A Common Shares that the Reporting Person may acquire pursuant to the exercise of stock options; (iii) 83,332 Class A Common Shares
and 5,975,576 Class B Common Shares beneficially owned by the PWN Trust; (iv) 83,332 Class A Common Shares and 5,975,576 Class B
Common Shares beneficially owned by the MEN Trust; (v) 83,332 Class A Common Shares and 5,975,576 Class B Common Shares beneficially owned
by the PWN Trust; (vi) 980,000 Class A Common Shares and 725,215 Class B Common Shares beneficially owned by the Nieri Grandchild Trust;
(vii) 621,328 Class A Common Shares jointly held by Michael P. Nieri and his spouse; and (viii) 979,318 Class A Common Shares beneficially
owned by the LLCs.
(6) The aggregate percentage of shares of Class A Common Stock
reported as beneficially owned by the Reporting Person is based on the Issuer having 11,397,589 Class A Common Shares issued and outstanding
as of May 6, 2024, as reported in the Quarterly Report on Form 10-Q filed by the Issuer with the SEC on May 10, 2024.
| CUSIP No. 91060H 108 |
| 1 |
NAMES OF REPORTING PERSONS |
| PWN Trust 2018 dated 7/17/2018 |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
| (a) ¨ (b) ¨ (1) |
| 3 |
SEC USE ONLY |
| |
| 4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS) |
| OO |
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
| ¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
| United States |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER |
| 6,058,908 (2)(3)(4) |
| 8 |
SHARED VOTING POWER |
| 0 |
| 9 |
SOLE DISPOSITIVE POWER |
| 6,058,908 (2)(3)(4) |
| 10 |
SHARED DISPOSITIVE POWER |
| 0 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 6,058,908 (3)(4) |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) |
| ¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| 34.9% (5) |
| 14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
| OO |
(1) The Reporting Person does not affirm and hereby disclaims membership
in a group as described herein. Therefore, the Reporting Person has not checked row 2(a). Because this is a joint filing pursuant
to Rule 13d–1(k)(1), pursuant to Instruction 2 to the Schedule 13D cover page, the Reporting Person also has not checked row 2(b).
(2) Note (3) to the cover page for Michael P. Nieri as the Reporting
Person above is hereby incorporated by reference.
(3) Consists
of 83,332 Class A Common Shares and 5,975,576 Class B Common Shares.
(4) The Reporting Person disclaims beneficial ownership of the
shares reported by all Reporting Persons in this Amendment No. 3 other than as described in the Reporting Person’s cover page above
and in Note (3) immediately above.
(5) The aggregate percentage of shares of Class A Common Stock
reported as beneficially owned by the Reporting Person is based on the Issuer having 11,397,589 Class A Common Shares issued and outstanding
as of May 6, 2024, as reported in the Quarterly Report on Form 10-Q filed by the Issuer with the SEC on May 10, 2024.
| CUSIP No. 91060H 108 |
| 1 |
NAMES OF REPORTING PERSONS |
| MPN Grandchildren’s Trust 2023 Dated September 12, 2023 |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
| (a) ¨ (b) ¨ (1) |
| 3 |
SEC USE ONLY |
| |
| 4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS) |
| OO |
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
| ¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
| United States |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER |
| 1,705,215 (2)(3)(4) |
| 8 |
SHARED VOTING POWER |
| 0 |
| 9 |
SOLE DISPOSITIVE POWER |
| 1,705,215 (2)(3)(4) |
| 10 |
SHARED DISPOSITIVE POWER |
| 0 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 1,705,215 (3)(4) |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) |
| ¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| 14.1% (5) |
| 14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
| OO |
(1) The Reporting Person does not affirm and hereby disclaims membership
in a group as described herein. Therefore, the Reporting Person has not checked row 2(a). Because this is a joint filing pursuant
to Rule 13d–1(k)(1), pursuant to Instruction 2 to the Schedule 13D cover page, the Reporting Person also has not checked row 2(b).
(2) Note (3) to the cover page for Michael P. Nieri as the Reporting
Person above is hereby incorporated by reference.
(3) Consists of 980,000 Class A Common Shares and 725,215 Class
B Common Shares beneficially owned by the Nieri Grandchild Trust.
(4) The Reporting Person disclaims beneficial ownership of the
shares reported by all Reporting Persons in this Amendment No. 3 other than as described in the Reporting Person’s cover page above
and in Note (3) immediately above.
(5) The aggregate percentage of shares of Class A Common Stock
reported as beneficially owned by the Reporting Person is based on the Issuer having 11,397,589 Class A Common Shares issued and outstanding
as of May 6, 2024, as reported in the Quarterly Report on Form 10-Q filed by the Issuer with the SEC on May 10, 2024.
| CUSIP No. 91060H 108 |
| 1 |
NAMES OF REPORTING PERSONS |
| Pennington W. Nieri |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
| (a) ¨ (b) ¨ (1) |
| 3 |
SEC USE ONLY |
| |
| 4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS) |
| OO |
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
| ¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
| United States |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER |
| 8,831,256 (2)(3)(4) |
| 8 |
SHARED VOTING POWER |
| 0 |
| 9 |
SOLE DISPOSITIVE POWER |
| 8,831,256 (2)(3)(4) |
| 10 |
SHARED DISPOSITIVE POWER |
| 0 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 8,831,256 (3)(4) |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) |
| ¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| 48.6% (5) |
| 14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
| IN |
(1) The Reporting Person does not affirm and hereby disclaims membership
in a group as described herein. Therefore, the Reporting Person has not checked row 2(a). Because this is a joint filing pursuant
to Rule 13d–1(k)(1), pursuant to Instruction 2 to the Schedule 13D cover page, the Reporting Person also has not checked row 2(b).
(2) Note (3) to the cover page for Michael P. Nieri as the Reporting
Person above is hereby incorporated by reference.
(3) Consists of (i) 83,332 Class A Common Shares and 5,975,576
Class B Common Shares beneficially owned by the PWN Trust, (ii) 980,000 Class A Common Shares and 725,215 Class B Common Shares beneficially
owned by the Nieri Grandchild Trust, (iii) 87,815 Class A Common Shares that the Reporting Person may acquire pursuant to the exercise
of stock options, and (iv) 979,318 Class A Common Shares beneficially owned by the LLCs, for which the Reporting Person serves as
the sole manager.
(4) The Reporting Person disclaims beneficial ownership of the
shares reported in this Amendment No. 3 other than as described in the Reporting Person’s cover page above and in Note (3) immediately
above.
(5) The aggregate percentage of shares of Class A Common Stock
reported as beneficially owned by the Reporting Person is based on the Issuer having 11,397,589 Class A Common Shares issued and outstanding
as of May 6, 2024, as reported in the Quarterly Report on Form 10-Q filed by the Issuer with the SEC on May 10, 2024.
| CUSIP No. 91060H 108 |
| 1 |
NAMES OF REPORTING PERSONS |
| MEN Trust 2018 dated 7/17/2018 |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
| (a) ¨
(b) ¨ (1) |
| 3 |
SEC USE ONLY |
| |
| 4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS) |
| OO |
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
| ¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
| United States |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER |
| 6,058,908 (2)(3)(4) |
| 8 |
SHARED VOTING POWER |
| 0 |
| 9 |
SOLE DISPOSITIVE POWER |
| 6,058,908 (2)(3)(4) |
| 10 |
SHARED DISPOSITIVE POWER |
| 0 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 6,058,908 (3)(4) |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) |
| ¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| 34.9% (5) |
| 14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
| OO |
(1) The Reporting Person does not affirm and hereby disclaims membership
in a group as described herein. Therefore, the Reporting Person has not checked row 2(a). Because this is a joint filing pursuant
to Rule 13d–1(k)(1), pursuant to Instruction 2 to the Schedule 13D cover page, the Reporting Person also has not checked row 2(b).
(2) Note (3) to the cover page for Michael P. Nieri as the Reporting
Person above is hereby incorporated by reference.
(3) Consists
of 83,332 Class A Common Shares and 5,975,576 Class B Common Shares.
(4) The Reporting Person disclaims beneficial ownership of the
shares reported by all Reporting Persons in this Amendment No. 3 other than as described in the Reporting Person’s cover page above
and in Note (3) immediately above.
(5) The aggregate percentage of shares of Class A Common Stock
reported as beneficially owned by the Reporting Person is based on the Issuer having 11,397,589 Class A Common Shares issued and outstanding
as of May 6, 2024, as reported in the Quarterly Report on Form 10-Q filed by the Issuer with the SEC on May 10, 2024.
| CUSIP No. 91060H 108 |
| 1 |
NAMES OF REPORTING PERSONS |
| Maigan Nieri Lincks |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
| (a) ¨
(b) ¨ (1) |
| 3 |
SEC USE ONLY |
| |
| 4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS) |
| OO |
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
| ¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
| United States |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER |
| 6,061,895 (2)(3)(4) |
| 8 |
SHARED VOTING POWER |
| 0 |
| 9 |
SOLE DISPOSITIVE POWER |
| 6,061,895 (2)(3)(4) |
| 10 |
SHARED DISPOSITIVE POWER |
| 0 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 6,061,895 (3)(4) |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) |
| ¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| 34.9% (5) |
| 14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
| IN |
(1) The Reporting Person does not affirm and hereby disclaims membership
in a group as described herein. Therefore, the Reporting Person has not checked row 2(a). Because this is a joint filing pursuant
to Rule 13d–1(k)(1), pursuant to Instruction 2 to the Schedule 13D cover page, the Reporting Person also has not checked row 2(b).
(2) Note (3) to the cover page for Michael P. Nieri as the Reporting
Person above is hereby incorporated by reference.
(3) Consists of (i) 83,332 Class A Common Shares and 5,975,576
Class B Common Shares beneficially owned by the MEN Trust and (ii) 2,987 Class A Common Shares that the Reporting Person may acquire
pursuant to the exercise of stock options.
(4) The Reporting Person disclaims beneficial ownership of the
shares reported by all Reporting Persons in this Amendment No. 3 other than as described in the Reporting Person’s cover page above
and in Note (3) immediately above.
(5) The aggregate percentage of shares of Class A Common Stock
reported as beneficially owned by the Reporting Person is based on the Issuer having 11,397,589 Class A Common Shares issued and outstanding
as of May 6, 2024, as reported in the Quarterly Report on Form 10-Q filed by the Issuer with the SEC on May 10, 2024.
| CUSIP No. 91060H 108 |
| 1 |
NAMES OF REPORTING PERSONS |
| PMN Trust 2018 dated 7/17/2018 |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
| (a) ¨
(b) ¨ (1) |
| 3 |
SEC USE ONLY |
| |
| 4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS) |
| OO |
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
| ¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
| United States |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER |
| 6,058,908 (2)(3)(4) |
| 8 |
SHARED VOTING POWER |
| 0 |
| 9 |
SOLE DISPOSITIVE POWER |
| 6,058,908 (2)(3)(4) |
| 10 |
SHARED DISPOSITIVE POWER |
| 0 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 6,058,908 (3)(4) |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) |
| ¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| 34.9% (5) |
| 14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
| OO |
(1) The Reporting Person does not affirm and hereby disclaims membership
in a group as described herein. Therefore, the Reporting Person has not checked row 2(a). Because this is a joint filing pursuant
to Rule 13d–1(k)(1), pursuant to Instruction 2 to the Schedule 13D cover page, the Reporting Person also has not checked row 2(b).
(2) Note (3) to the cover page for Michael P. Nieri as the Reporting
Person above is hereby incorporated by reference.
(3) Consists
of 83,332 Class A Common Shares and 5,975,576 Class B Common Shares.
(4) The Reporting Person disclaims beneficial ownership of the
shares reported by all Reporting Persons in this Amendment No. 3 other than as described in the Reporting Person’s cover page above
and in Note (3) immediately above.
(5) The aggregate percentage of shares of Class A Common Stock
reported as beneficially owned by the Reporting Person is based on the Issuer having 11,397,589 Class A Common Shares issued and outstanding
as of May 6, 2024, as reported in the Quarterly Report on Form 10-Q filed by the Issuer with the SEC on May 10, 2024.
| CUSIP No. 91060H 108 |
| 1 |
NAMES OF REPORTING PERSONS |
| Patrick M. Nieri |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
| (a) ¨
(b) ¨ (1) |
| 3 |
SEC USE ONLY |
| |
| 4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS) |
| OO |
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
| ¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
| United States |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER |
| 6,061,895 (2)(3)(4) |
| 8 |
SHARED VOTING POWER |
| 0 |
| 9 |
SOLE DISPOSITIVE POWER |
| 6,061,895 (2)(3)(4) |
| 10 |
SHARED DISPOSITIVE POWER |
| 0 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 6,061,895 (3)(4) |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) |
| ¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| 34.9% (5) |
| 14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
| IN |
(1) The Reporting Person does not affirm and hereby disclaims membership
in a group as described herein. Therefore, the Reporting Person has not checked row 2(a). Because this is a joint filing pursuant
to Rule 13d–1(k)(1), pursuant to Instruction 2 to the Schedule 13D cover page, the Reporting Person also has not checked row 2(b).
(2) Note (3) to the cover page for Michael P. Nieri as the Reporting
Person above is hereby incorporated by reference.
(3) Consists of (i) 83,332 Class A Common Shares and 5,975,576
Class B Common Shares beneficially owned by the PMN Trust and (ii) 2,987 Class A Common Shares that the Reporting Person may acquire
pursuant to the exercise of stock options.
(4) The
Reporting Person disclaims beneficial ownership of the shares reported in this Amendment No. 3 other than as described in the Reporting
Person’s cover page above and in Note (3) immediately above.
(5) The aggregate percentage of shares of Class A Common Stock
reported as beneficially owned by the Reporting Person is based on the Issuer having 11,397,589 Class A Common Shares issued and outstanding
as of May 6, 2024, as reported in the Quarterly Report on Form 10-Q filed by the Issuer with the SEC on May 10, 2024.
| CUSIP No. 91060H 108 |
| 1 |
NAMES OF REPORTING PERSONS |
| White Rock Capital, LLC |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
| (a) ¨ (b) ¨ (1) |
| 3 |
SEC USE ONLY |
| |
| 4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS) |
| OO |
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
| ¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
| United States |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER |
| 579,318 (2) |
| 8 |
SHARED VOTING POWER |
| 0 |
| 9 |
SOLE DISPOSITIVE POWER |
| 579,318 (2) |
| 10 |
SHARED DISPOSITIVE POWER |
| 0 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 579,318 (2) |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) |
| ¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| 5.1% (3) |
| 14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
| OO |
(1) The Reporting Person does not affirm and hereby disclaims membership
in a group as described herein. Therefore, the Reporting Person has not checked row 2(a). Because this is a joint filing pursuant
to Rule 13d–1(k)(1), pursuant to Instruction 2 to the Schedule 13D cover page, the Reporting Person also has not checked row 2(b).
(2) The Reporting Person disclaims beneficial ownership of the
shares reported by all Reporting Persons in this Amendment No. 3 other than as described in the Reporting Person’s cover page above
and in Note (3) immediately above.
(3) The aggregate percentage of shares of Class A Common Stock
reported as beneficially owned by the Reporting Person is based on the Issuer having 11,397,589 Class A Common Shares issued and outstanding
as of May 6, 2024, as reported in the Quarterly Report on Form 10-Q filed by the Issuer with the SEC on May 10, 2024.
| CUSIP No. 91060H 108 |
| 1 |
NAMES OF REPORTING PERSONS |
| R. Shelton Twine |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
| (a) ¨
(b) ¨ (1) |
| 3 |
SEC USE ONLY |
| |
| 4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS) |
| OO |
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
| ¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
| United States |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER |
| 18,451,275 (2)(3)(4) |
| 8 |
SHARED VOTING POWER |
| 0 |
| 9 |
SOLE DISPOSITIVE POWER |
| 18,451,275 (2)(3)(4) |
| 10 |
SHARED DISPOSITIVE POWER |
| 0 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 18,451,275 (3)(4) |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) |
| ¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| 62.7% (5) |
| 14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
| IN |
(1) The Reporting Person does not affirm and hereby disclaims membership
in a group as described herein. Therefore, the Reporting Person has not checked row 2(a). Because this is a joint filing pursuant
to Rule 13d–1(k)(1), pursuant to Instruction 2 to the Schedule 13D cover page, the Reporting Person also has not checked row 2(b).
(2) Note (3) to the cover page for Michael P. Nieri as the Reporting
Person above is hereby incorporated by reference.
(3) Consists
of (i) 186,736 Class A Common Shares, (ii) 87,815 Class A Common Shares that the Reporting Person may acquire pursuant to the exercise
of stock options, (iii) 83,332 Class A Common Shares and 5,975,576 Class B Common Shares beneficially owned by the PWN Trust, (iv)
83,332 Class A Common Shares and 5,975,576 Class B Common Shares beneficially owned by the MEN Trust, and (v) 83,332 Class A
Common Shares and 5,975,576 Class B Common Shares beneficially owned by the PMN Trust.
(4) The Reporting Person disclaims beneficial ownership of the
shares reported in this Amendment No. 3 other than as described in the Reporting Person’s cover page above and in Note (3) immediately
above.
(5) The aggregate percentage of shares of Class A Common Stock
reported as beneficially owned by the Reporting Person is based on the Issuer having 11,397,589 Class A Common Shares issued and outstanding
as of May 6, 2024, as reported in the Quarterly Report on Form 10-Q filed by the Issuer with the SEC on May 10, 2024.
Explanatory Note
Defined terms used below and not otherwise defined have the meanings
given in the footnotes to the cover pages of this Amendment No. 3.
This
Amendment No. 3 is being filed on behalf of the Reporting Persons reflected in the cover pages of this Amendment No. 3 with respect
to the Class A Common Shares of United Homes Group, Inc., a Delaware corporation (the Issuer).
Other
than as set forth below and to update certain holdings of each of Pennington W. Nieri, Maigan Nieri Lincks, Patrick M. Nieri, and
R. Shelton Twine to reflect the vesting of options, all disclosures set forth in the Initial Schedule 13D, as amended by Amendment No.
1 and Amendment No. 2, are materially unchanged.
| Item 1. | Security and Issuer. |
Item 1 of the Schedule 13D is hereby amended and
restated as follows:
The title and class of equity securities to which
this statement on Schedule 13D relates are the shares of Class A common stock of the Issuer (defined below), par value $0.0001 per
share (the “Class A Common Shares”) of United Homes Group, Inc., a Delaware corporation (the “Issuer”),
whose principal executive offices are located at
917 Chapin Road, Chapin, South Carolina 29036.
| Item 2. | Identity and Background. |
Item 2 of the Initial Schedule 13D is hereby amended
and restated as follows:
| (a) | Pursuant to § 240.13d-1(k) under the Exchange Act, this Schedule 13D is being filed jointly by
Michael P. Nieri, the PWN Trust, the Nieri Grandchild Trust, Pennington W. Nieri, the MEN Trust, Maigan Nieri Lincks, the PMN Trust, Patrick
M. Nieri, White Rock Capital, LLC and R. Shelton Twine (the “Reporting Persons”). |
| (b) | The principal business address of the Reporting Persons is 917 Chapin Road, Chapin, South Carolina, 29036. |
| (c) | The principal occupation of Michael P. Nieri is as Chairman, Chief Executive Officer, and Director of the Issuer. The Nieri Trusts
and the Nieri Grandchild Trust exist for the benefit of their respective beneficiaries. The principal occupation of Pennington W. Nieri
is serving as Co-Executive VP – Construction Services of the Issuer. The principal occupation of Maigan Nieri Lincks is serving
as a project manager for a land development company affiliated with the Issuer. The principal occupation of Patrick M. Nieri is serving
as a project manager for a land development company affiliated with the Issuer. The principal occupation of Mr. Twine is serving as Chief
Operating Officer of the Issuer. |
| (d) | During the last five years preceding the date of this filing, no Reporting Person has been convicted in any criminal proceeding (excluding
traffic violations or similar misdemeanors). |
| (e) | During the last five years preceding the date of this filing, no Reporting Person has been a party to any civil proceeding of a judicial
or administrative body of competent jurisdiction, which resulted in such Reporting Person being subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws. |
| (f) | Each of Michael P. Nieri, Pennington W. Nieri, Maigan Nieri Lincks, Patrick M. Nieri, and R. Shelton Twine is a United States citizen.
Each beneficiary and trustee of the Nieri Trusts and the Nieri Grandchild Trust is a United States citizen. White Rock Capital, LLC is
owned by trusts established for the benefit of Pennington W. Nieri, Maigan Nieri Lincks, and Patrick M. Nieri. |
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 of the Initial Schedule 13D, as amended
by Amendment No. 1 and Amendment No. 2, is hereby further amended and supplemented as follows: Item 5(c) below is hereby incorporated
by reference.
| Item 4. | Purpose of Transaction. |
The
disclosures in Item 4 of the Initial Schedule 13D, as amended by Amendment No. 1 and Amendment No. 2, remain accurate.
| Item 5. | Interest in Securities of the Issuer. |
Item 5 of the Initial Schedule 13D, as amended
by Amendment No. 1 and Amendment No. 2, is hereby amended and restated in its entirety as follows:
(a) and (b) The responses of the Reporting Persons
to rows (7) through (13) of the cover pages and Items 2, 3, 4 and 6 of this Schedule 13D are incorporated into this Item 5 by reference.
The aggregate percentage of shares of Class A Common Stock reported as beneficially owned by the Reporting Person is based on the Issuer
having 11,397,589 Class A Common Shares issued and outstanding as of May 6, 2024, as reported in the Quarterly Report on Form 10-Q filed
by the Issuer with the SEC on May 10, 2024.
The Reporting Persons may be deemed to constitute
a “group” within the meaning of Section 13(d) of the Act. The Reporting Persons believe that they are not a “group”
under Section 13(d) of the Act, and the filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are members
of such a group.
(c) Except for the transactions described in the
table below, none of the Reporting Persons effected transactions in Class A Common Shares during the past 60 days. (Certain holdings of
each of Michael P. Nieri, Pennington W. Nieri, Maigan Nieri Lincks, Patrick M. Nieri, and R. Shelton Twine were increased in this Amendment
No. 3 to reflect the grant and/or vesting of stock options.) All purchases listed in the table below were made on the dates indicated
in privately negotiated transactions at $5.00 per share.
| Reporting Person | |
# of Class A Common Shares | | |
Purchase Price | | |
Source of Funds | |
Closing Date |
| Michael P. Nieri and his spouse | |
| 621,328 | | |
$ | 3,106,640 | | |
Personal funds | |
June 10, 2024 |
| MPN Grandchildren’s Trust 2023 dated September 12, 2023 | |
| 980,000 | | |
$ | 4,900,000 | | |
Loan from
Michael Nieri | |
June 7, 2024 |
| White Rock Capital, LLC (1) | |
| 579,318 | | |
$ | 2,896,590 | | |
Loan from
Michael Nieri | |
June 7, 2024 |
| Two Blue Stallions, LLC (1) | |
| 400,000 | | |
$ | 2,000,000 | | |
LLC funds | |
June 10, 2024 |
| (1) | Pennington W. Nieri is the sole manager of each of White Rock Capital, LLC and Two Blue Stallions, LLC, which are each owned by trusts
established in 2021 for the benefit of Pennington W. Nieri, Maigan Nieri Lincks and Patrick M. Nieri. |
(d)
To the knowledge of the Reporting Persons, no other person has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, any shares of Class A Common Stock beneficially owned by
the Reporting Persons, provided that the children of Pennington W. Nieri, Maigan Nieri Lincks and Patrick M. Nieri may receive distributions
from the various trusts identified herein.
(e) Not applicable.
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
Note (3) to the cover page for Michael P. Nieri
as the Reporting Person above is hereby incorporated by reference.
| Item 7. |
Material to be Filed as Exhibits. |
| |
|
Item 7 of the Initial Schedule 13D is hereby amended
and supplemented by deleting the original Agreement of Joint Filing and replacing it with the Amended and Restated Agreement of Joint
Filing listed below and attached as an Exhibit to this Amendment No. 1 to be filed herewith.
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: June 11, 2024
| /s/
Michael P. Nieri |
|
/s/ R. Shelton Twine |
| MICHAEL P. NIERI |
|
R. SHELTON TWINE |
| |
|
|
| /s/ Pennington W. Nieri |
|
/s/ Maigan Nieri Lincks |
| PENNINGTON W. NIERI |
|
MAIGAN NIERI LINCKS |
| |
|
|
| /s/ Patrick M. Nieri |
|
|
| PATRICK M. NIERI |
|
|
| |
|
|
| PWN TRUST 2018
dated 7/17/2018 |
|
MEN TRUST 2018
dated 7/17/2018 |
| |
|
|
| /s/ Pennington W. Nieri |
|
/s/ Maigan Nieri Lincks |
| Pennington W. Nieri, Co-Trustee |
|
Maigan Nieri Lincks, Co-Trustee |
| |
|
|
| /s/ R. Shelton Twine |
|
/s/ R. Shelton Twine |
| R. Shelton Twine, Co-Trustee |
|
R. Shelton Twine, Co-Trustee |
| |
|
|
| PMN TRUST 2018
dated 7/17/2018 |
|
MPN GRANDCHILDREN’S TRUST 2023 DATED |
| |
|
SEPTEMBER 12, 2023 |
| /s/ Patrick M. Nieri |
|
|
| Patrick M. Nieri, Co-Trustee |
|
/s/ Pennington W. Nieri |
| |
|
Pennington W. Nieri, Trustee |
| /s/ R. Shelton Twine |
|
|
| R. Shelton Twine, Co-Trustee |
|
|
| |
|
|
| WHITE ROCK CAPITAL, LLC |
|
|
| |
|
|
| /s/ Pennington W. Nieri |
|
|
| Pennington W. Nieri, Manager |
|
|
EXHIBIT 5
AMENDED AND RESTATED JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange
Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of Amendment No. 3 to Schedule 13D
(including additional amendments thereto) with respect to the shares of common stock, $0.0001 par value per share, of United Homes Group,
Inc., a Delaware corporation. This Joint Filing Agreement shall be filed as an exhibit to such Amendment No. 3 to Schedule 13D.
Dated: June 11, 2024
| /s/
Michael P. Nieri |
|
/s/ R. Shelton Twine |
| MICHAEL P. NIERI |
|
R. SHELTON TWINE |
| |
|
|
| /s/ Pennington W. Nieri |
|
/s/ Maigan Nieri Lincks |
| PENNINGTON W. NIERI |
|
MAIGAN NIERI LINCKS |
| |
|
|
| /s/ Patrick M. Nieri |
|
|
| PATRICK M. NIERI |
|
|
| |
|
|
| PWN TRUST 2018
dated 7/17/2018 |
|
MEN TRUST 2018
dated 7/17/2018 |
| |
|
|
| /s/ Pennington W. Nieri |
|
/s/ Maigan Nieri Lincks |
| Pennington W. Nieri, Co-Trustee |
|
Maigan Nieri Lincks, Co-Trustee |
| |
|
|
| /s/ R. Shelton Twine |
|
/s/ R. Shelton Twine |
| R. Shelton Twine, Co-Trustee |
|
R. Shelton Twine, Co-Trustee |
| |
|
|
| PMN TRUST 2018
dated 7/17/2018 |
|
MPN GRANDCHILDREN’S TRUST 2023 DATED |
| |
|
SEPTEMBER 12, 2023 |
| /s/ Patrick M. Nieri |
|
|
| Patrick M. Nieri, Co-Trustee |
|
/s/ Pennington W. Nieri |
| |
|
Pennington W. Nieri, Trustee |
| /s/ R. Shelton Twine |
|
|
| R. Shelton Twine, Co-Trustee |
|
|
| |
|
|
| WHITE ROCK CAPITAL, LLC |
|
|
| |
|
|
| /s/ Pennington W. Nieri |
|
|
| Pennington W. Nieri, Manager |
|
|
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