Initial Statement of Beneficial Ownership (3)
04 April 2023 - 8:34AM
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
*
Penny Robert Earl Jr. |
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 _____ 10% Owner
___X___ Officer (give title below) _____ Other (specify below)
Executive VP - Sales / |
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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) |
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 (1) | (1) | (1) | Class A Common Stock | 20665 (1) | (1) | D | |
| Explanation of Responses: |
| (1) | The Reporting Person received these securities in connection with the merger of Great Southern Homes, Inc. ("GSH") into a wholly owned subsidiary of the Issuer (the "Merger"), based on the Reporting Person's receipt of options to purchase shares of Class A Common Stock in exchange for 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 7,750 Earn Out Shares if the trading price so calculated equals or exceeds $12.50; 7,750 shares if it equals or exceeds $15.00; and 5,166 shares if it equals or exceeds $17.50. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Penny Robert Earl Jr.
90 N. ROYAL TOWER DRIVE
IRMO, SC 29063 |
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| Executive VP - Sales |
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Signatures
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| /s/ Robert Earl Penny, Jr., 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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