Initial Statement of Beneficial Ownership (3)
04 April 2023 - 7:43AM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
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3235-0104
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Twine Ray Shelton III |
2. Date of Event Requiring Statement (MM/DD/YYYY)
3/30/2023
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3. Issuer Name and Ticker or Trading Symbol
United Homes Group, Inc. [UHG]
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(Last)
(First)
(Middle)
90 N. ROYAL TOWER DRIVE |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director ___X___ 10% Owner
___X___ Officer (give title below) _____ Other (specify below)
Chief Operating Officer / |
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(Street)
IRMO, SC 29063
(City)
(State)
(Zip)
| 5. If Amendment, Date Original Filed(MM/DD/YYYY)
| 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4) | 2. Amount of Securities Beneficially Owned
(Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) | 4. Nature of Indirect Beneficial Ownership
(Instr. 5) |
| Class A Common Stock | 186737 (1) | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4) | 2. Date Exercisable and Expiration Date
(MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) | 6. Nature of Indirect Beneficial Ownership
(Instr. 5) |
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Rights to Receive Earn Out Shares (2) | (2) | (2) | Class A Common Stock | 128461 (2) | (2) | D | |
| Explanation of Responses: |
| (1) | The Reporting Person received these shares of Class A Common Stock of the Issuer in exchange for 500 shares of Class A 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"). |
| (2) | 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 48,173 Earn Out Shares if the trading price so calculated equals or exceeds $12.50; 48,173 shares if it equals or exceeds $15.00; and 32,115 shares if it equals or exceeds $17.50. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Twine Ray Shelton III
90 N. ROYAL TOWER DRIVE
IRMO, SC 29063 |
| X | Chief Operating Officer |
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Signatures
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| /s/ Ray Shelton Twine, By Erin Reeves McGinnis through Power of Attorney | | 4/3/2023 |
| **Signature of Reporting Person | Date |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
| * | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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