Form SC 13G - Statement of Beneficial Ownership by Certain Investors
December 17 2024 - 5:44PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Amendment No. )
Under the Securities Exchange
Act of 1934*
United Homes Group, Inc.
(Name of Issuer)
Common Stock, $0.0001 par value per
share
(Title of Class of Securities)
91060H108
(CUSIP Number)
December 11, 2024
(Date of Event Which Requires Filing
of this Statement)
Check the appropriate box to designate
the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
*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 in 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 (“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).
| 1 |
NAME OF REPORTING PERSON
Fidelity National Financial, Inc. |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) x
(b) |
| 3 |
SEC USE ONLY |
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
| |
5 |
SOLE VOTING POWER
0 (1) (See Item 4) |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY |
6 |
SHARED VOTING POWER
2,800,000 (1) (See Item 4) |
|
EACH
REPORTING
PERSON
WITH: |
7 |
SOLE DISPOSITIVE POWER
0 (1) (See Item 4) |
| |
8 |
SHARED DISPOSITIVE POWER
2,800,000 (1) (See Item 4) |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,800,000 (1) (See Item 4) |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
N/A |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
13.0% (1) (See Item 4) |
| 12 |
TYPE OF REPORTING PERSON*
HC |
| |
|
|
|
(1) The percentage reflected is based on the sum of (i) 11,438,157
outstanding shares of Class A Common Stock on November 30, 2024, as provided under the Issuer’s Prospectus Supplement filed pursuant
to Rule 424(b)(3) on December 6, 2024 (the "Prospectus Supplement"), plus (ii) 10,168,850 shares of Class A Common Stock issued,
in the aggregate, to the Holders pursuant to the Redemption Agreement as set forth in the Prospectus Supplement.
| 1 |
NAME OF REPORTING PERSON
Fidelity National Title Insurance Company |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) x
(b) |
| 3 |
SEC USE ONLY |
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Florida |
| |
5 |
SOLE VOTING POWER
0 (1) (See Item 4) |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY |
6 |
SHARED VOTING POWER
2,800,000 (1) (See Item 4) |
|
EACH
REPORTING
PERSON
WITH: |
7 |
SOLE DISPOSITIVE POWER
0 (1) (See Item 4) |
| |
8 |
SHARED DISPOSITIVE POWER
2,800,000 (1) (See Item 4) |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,800,000 (1) (See Item 4) |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
N/A |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
13.0% (1) (See Item 4) |
| 12 |
TYPE OF REPORTING PERSON*
IC |
| |
|
|
|
(1) The percentage reflected is based on the sum of (i) 11,438,157
outstanding shares of Class A Common Stock as of November 30, 2024, as provided under the Prospectus Supplement, plus (ii) 10,168,850
shares of Class A Common Stock issued, in the aggregate, to the Holders pursuant to the Redemption Agreement as set forth in the Prospectus
Supplement.
United Homes Group, Inc. ("Issuer").
| Item 1(b). | Address of Issuer's Principal Executive Offices |
917 Chapin Road
Chapin, South Carolina 29036
| Item 2(a). | Name of Person Filing |
This statement is being filed on behalf
of:
(i) Fidelity National Financial, Inc.
("FNF"); and
(ii) Fidelity National Title Insurance
Company ("FNTIC")
| Item 2(b). | Address of Principal Business Office or, if None, Residence |
The principal business office
of FNF and FNTIC is:
601 Riverside Ave
Jacksonville, Florida 32204
FNF is a Delaware corporation.
FNTIC is a Florida corporation.
| Item 2(d). | Title of Class of Securities |
Class A Common Stock, $0.0001
par value per share, of the Issuer (“ Class A Common Stock”).
91060H108
(a)-(c) The responses of the Reporting
Persons to Rows 5, 6, 7, 8, 9 and 11 in each of their respective cover pages which relate to the beneficial ownership of the Class A Common
Stock of the Issuer, as of December 11, 2024, are incorporated herein by reference. As of December 11, 2024, FNF indirectly beneficially
owned an aggregate of 2,800,000 shares of Class A Common Stock (which includes all of the shares of Class A Common Stock owned by FNTIC,
a wholly-owned subsidiary of FNF), representing approximately 13.0% of the shares of Class A Common Stock outstanding (based on the sum
of (i) 11,438,157 outstanding shares of Class A Common Stock as of November 30, 2024, as provided under the Prospectus Supplement, plus
(ii) 10,168,850 shares of Class A Common Stock issued, in the aggregate, to the Holders pursuant to the Redemption Agreement as set forth
in the Prospectus Supplement). Additionally, the Issuer has 36,973,876 shares of Class B common stock, par value $0.0001 per share (“Class
B Common Stock," and together with the Class A Common Stock, the "Common Stock") issued and outstanding as of November
30, 2024 as provided under the Prospectus Supplement. Generally, each holder of Class A Common Stock is entitled to one vote per share,
and each holder of Class B Common Stock is entitled to two votes per share, voting together as a single class. As of December 11, 2024,
FNF indirectly beneficially owned 4.8% of the Common Stock and held a voting interest of 2.9%.
| Item 5. | Ownership of Five Percent or Less of a Class |
Not applicable.
| Item 6. | Ownership of More than Five Percent on Behalf of Another
Person |
The responses of the Reporting Persons
to Items 2(a) and 4 are incorporated herein by reference.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by
the Parent Holding Company |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group |
Not applicable.
| Item 9. | Notice of Dissolution of Group |
Not applicable.
Not applicable.
SIGNATURES
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: |
December 17, 2024 |
FIDELITY NATIONAL FINANCIAL, INC. |
| |
|
By: |
/s/ Michael L. Gravelle |
| |
|
Name: |
Michael L. Gravelle |
| |
|
Title: |
Executive Vice President, General Counsel and Corporate Secretary |
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