Initial Statement of Beneficial Ownership (3)
04 April 2023 - 7:55AM
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
OMB Number:
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
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Levine Alan D. |
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)
__X__ Director ___X___ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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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 | 437500 (1) | D | |
| Class A Common Stock | 437500 (1) | I | By spouse |
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 | 17687 (2) | (2) | D | |
| Explanation of Responses: |
| (1) | Includes the following numbers of 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 an agreement with the Issuer to issue to the holder an additional one quarter share (at a price of $0.01/share) for every share the holder purchased in the open market between March 1, 2023 and the date that was 5 business days before the special meeting of the Issuer's stockholders to approve the Merger: 87,500 shares held by the Reporting Person and 87,500 shares held by the Reporting Person's spouse. |
| (2) | The Reporting Person received these securities in connection with the Merger, based on the Reporting Person's receipt of options to purchase shares of Class A Common Stock in lieu of previously outstanding options to purchase GSH shares. 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 6,632 Earn Out Shares if the trading price so calculated equals or exceeds $12.50; 6,632 shares if it equals or exceeds $15.00; and 4,422 shares if it equals or exceeds $17.50. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Levine Alan D.
90 N. ROYAL TOWER DRIVE
IRMO, SC 29063 | X | X |
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Signatures
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| /s/ Alan D. Levine, 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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