Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
|
United Homes Group, Inc. (Name of Issuer) |
Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) |
91060H108 (CUSIP Number) |
Michael P. Nieri 917 Chapin Road, Chapin, SC, 29036 844-766-4663 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
05/22/2025 (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.
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 (“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).
SCHEDULE 13D
|
| CUSIP No. | 91060H108 |
| 1 |
Name of reporting person
Michael P. Nieri | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF, 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
41,059,457.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
69.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(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 to Rows 7 and 9: 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"), (ii) 411,477 Class A Common Shares that the Reporting Person may acquire pursuant to the exercise of stock options, and (iii) 650,000 Class A Common shares owned by the Reporting Person. Class B Common Shares are entitled to two votes per share, and Class A Common Shares are entitled to one vote per share. (3) Note to Row 8: Some of the shares reported in this Amendment No. 5 (this "Amendment No. 5") 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"), Amendment No. 2 to Schedule 13D filed with the SEC on February 26, 2024 ("Amendment No. 2"), Amendment No. 3 to Schedule 13D filed with the SEC on June 11, 2024 ("Amendment No. 3"), and Amendment No. 4 to Schedule 13D filed with the SEC on December 13, 2024 ("Amendment No. 4"), the "Schedule 13D") as beneficially owned by Michael P. Nieri (includi
ng shares owned jointly by Michael Nieri and his spouse, Robyn Nieri), Robyn Nieri (including shares owned jointly by Robyn Nieri and her spouse, Michael Nieri), 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), Patrick M. Nieri, R. Shelton Twine, 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, (C) in separate transactions described in Items 3 and 5 of Amendment No. 3, (D) in separate transactions described in Items 3 and 5 of Amendment No. 4, and (E) in separate transactions described in Items 3 and 5 of this Amendment No. 5. The shares reported in this Amendment No. 5 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 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) Note to Rows 8 and 10: 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, Robyn Nieri; and (vi) 1,172,780 Class A Common Shares beneficially owned by the LLCs. (5) Note to Row 11: Composed of (i) 18,321,933 Class B Common Shares; (ii) 411,477 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, Robyn Nieri; (viii) 1,172,780 Class A Common Shares beneficially owned by the LLCs, and (ix) 650,000 Class A Common Shares owned by the Reporting Person. (6) Note to Row 13: The aggregate percentage of shares of Class A Common Stock reported as beneficially owned by the Reporting Person is based on the Issuer having 21,628,512 Class A Common Shares issued and outstanding as of May 9, 2025, as reported in the Quarterly Report on Form 10-Q filed by the Issuer with the SEC on May 14, 2025.
SCHEDULE 13D
|
| CUSIP No. | 91060H108 |
| 1 |
Name of reporting person
PWN Trust 2018 dated 7/17/2018 | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
6,058,908.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
21.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
(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 to Rows 7 and 9: Note (3) to the cover page for Michael P. Nieri as the Reporting Person above is hereby incorporated by reference. (3) Note to Rows 7, 9, and 11: Consists of 83,332 Class A Common Shares and 5,975,576 Class B Common Shares. (4) Note to Rows 7, 9, and 11: The Reporting Person disclaims beneficial ownership of the shares reported by all Reporting Persons in this Amendment No. 5 other than as described in the Reporting Person's cover page above and the corresponding Notes. (5) Note to Row 13: The aggregate percentage of shares of Class A Common Stock reported as beneficially owned by the Reporting Person is based on the Issuer having 21,628,512 Class A Common Shares issued and outstanding as of May 9, 2025, as reported in the Quarterly Report on Form 10-Q filed by the Issuer with the SEC on May 14, 2025.
SCHEDULE 13D
|
| CUSIP No. | 91060H108 |
| 1 |
Name of reporting person
MPN Grandchildren's Trust 2023 Dated September 12, 2023 | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,705,215.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
7.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
(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 to Rows 7 and 9: Note (3) to the cover page for Michael P. Nieri as the Reporting Person above is hereby incorporated by reference. (3) Note to Rows 7, 9, and 11: Consists of 980,000 Class A Common Shares and 725,215 Class B Common Shares beneficially owned by the Nieri Grandchild Trust. (4) Note to Rows 7, 9, and 11: The Reporting Person disclaims beneficial ownership of the shares reported by all Reporting Persons in this Amendment No. 5 other than as described in the Reporting Person's cover page above and the corresponding Notes. (5) Note to Row 13: The aggregate percentage of shares of Class A Common Stock reported as beneficially owned by the Reporting Person is based on the Issuer having 21,628,512 Class A Common Shares issued and outstanding as of May 9, 2025, as reported in the Quarterly Report on Form 10-Q filed by the Issuer with the SEC on May 14, 2025.
SCHEDULE 13D
|
| CUSIP No. | 91060H108 |
| 1 |
Name of reporting person
Pennington W. Nieri | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
9,171,044.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
32.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(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 to Rows 7 and 9: Note (3) to the cover page for Michael P. Nieri as the Reporting Person above is hereby incorporated by reference. (3) Note to Rows 7, 9, and 11: 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) 184,141 Class A Common Shares that the Reporting Person may acquire pursuant to the exercise of stock options, and (iv) 1,172,780 Class A Common Shares beneficially owned by the LLCs, for which the Reporting Person serves as the sole manager. (4) Note to Rows 7, 9, and 11: The Reporting Person disclaims beneficial ownership of the shares reported in this Amendment No. 5 other than as described in the Reporting Person's cover page above and the corresponding Notes. (5) Note to Row 13: The aggregate percentage of shares of Class A Common Stock reported as beneficially owned by the Reporting Person is based on the Issuer having 21,628,512 Class A Common Shares issued and outstanding as of May 9, 2025, as reported in the Quarterly Report on Form 10-Q filed by the Issuer with the SEC on May 14, 2025.
SCHEDULE 13D
|
| CUSIP No. | 91060H108 |
| 1 |
Name of reporting person
MEN Trust 2018 dated 7/17/2018 | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
6,058,908.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
21.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
(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 to Rows 7 and 9: Note (3) to the cover page for Michael P. Nieri as the Reporting Person above is hereby incorporated by reference. (3) Note to Rows 7, 9, and 11: Consists of 83,332 Class A Common Shares and 5,975,576 Class B Common Shares. (4) Note to Rows 7, 9, and 11: The Reporting Person disclaims beneficial ownership of the shares reported by all Reporting Persons in this Amendment No. 5 other than as described in the Reporting Person's cover page above and the corresponding Notes. (5) Note to Row 13: The aggregate percentage of shares of Class A Common Stock reported as beneficially owned by the Reporting Person is based on the Issuer having 21,628,512 Class A Common Shares issued and outstanding as of May 9, 2025, as reported in the Quarterly Report on Form 10-Q filed by the Issuer with the SEC on May 14, 2025.
SCHEDULE 13D
|
| CUSIP No. | 91060H108 |
| 1 |
Name of reporting person
Maigan Nieri Lincks | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
6,113,389.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
22.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(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 to Rows 7 and 9: Note (3) to the cover page for Michael P. Nieri as the Reporting Person above is hereby incorporated by reference. (3) Note to Rows 7, 9, and 11: Consists of (i) 83,332 Class A Common Shares and 5,975,576 Class B Common Shares beneficially owned by the MEN Trust, (ii) 4,481 Class A Common Shares that the Reporting Person may acquire pursuant to the exercise of stock options, and (iii) 50,000 Class A Common Shares owned by the Reporting Person. (4) Note to Rows 7, 9, and 11: The Reporting Person disclaims beneficial ownership of the shares reported by all Reporting Persons in this Amendment No. 5 other than as described in the Reporting Person's cover page above and the corresponding Notes. (5) Note to Row 13: The aggregate percentage of shares of Class A Common Stock reported as beneficially owned by the Reporting Person is based on the Issuer having 21,628,512 Class A Common Shares issued and outstanding as of May 9, 2025, as reported in the Quarterly Report on Form 10-Q filed by the Issuer with the SEC on May 14, 2025.
SCHEDULE 13D
|
| CUSIP No. | 91060H108 |
| 1 |
Name of reporting person
PMN Trust 2018 dated 7/17/2018 | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
|
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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
6,058,908.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
21.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
(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 to Rows 7 and 9: Note (3) to the cover page for Michael P. Nieri as the Reporting Person above is hereby incorporated by reference. (3) Note to Rows 7, 9, and 11: Consists of 83,332 Class A Common Shares and 5,975,576 Class B Common Shares. (4) Note to Rows 7, 9, and 11: The Reporting Person disclaims beneficial ownership of the shares reported by all Reporting Persons in this Amendment No. 5 other than as described in the Reporting Person's cover page above and the corresponding Notes. (5) Note to Row 13: The aggregate percentage of shares of Class A Common Stock reported as beneficially owned by the Reporting Person is based on the Issuer having 21,628,512 Class A Common Shares issued and outstanding as of May 9, 2025, as reported in the Quarterly Report on Form 10-Q filed by the Issuer with the SEC on May 14, 2025.
SCHEDULE 13D
|
| CUSIP No. | 91060H108 |
| 1 |
Name of reporting person
Patrick M. Nieri | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
6,113,389.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
22.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(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 to Rows 7 and 9: Note (3) to the cover page for Michael P. Nieri as the Reporting Person above is hereby incorporated by reference. (3) Note to Rows 7, 9, and 11: Consists of (i) 83,332 Class A Common Shares and 5,975,576 Class B Common Shares beneficially owned by the PMN Trust, (ii) 4,481 Class A Common Shares that the Reporting Person may acquire pursuant to the exercise of stock options, and (iii) 50,000 Class A Common Shares owned by the Reporting Person. (4) Note to Rows 7, 9, and 11: The Reporting Person disclaims beneficial ownership of the shares reported in this Amendment No. 5 other than as described in the Reporting Person's cover page above and the corresponding Notes. (5) Note to Row 13: The aggregate percentage of shares of Class A Common Stock reported as beneficially owned by the Reporting Person is based on the Issuer having 21,628,512 Class A Common Shares issued and outstanding as of May 9, 2025, as reported in the Quarterly Report on Form 10-Q filed by the Issuer with the SEC on May 14, 2025.
SCHEDULE 13D
|
| CUSIP No. | 91060H108 |
| 1 |
Name of reporting person
White Rock Capital, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
579,318.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.68 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
(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 to Rows 7, 9, and 11: The Reporting Person disclaims beneficial ownership of the shares reported in this Amendment No. 5 other than as described in the Reporting Person's cover page above and the corresponding Notes. (3) Note to Row 13: The aggregate percentage of shares of Class A Common Stock reported as beneficially owned by the Reporting Person is based on the Issuer having 21,628,512 Class A Common Shares issued and outstanding as of May 9, 2025, as reported in the Quarterly Report on Form 10-Q filed by the Issuer with the SEC on May 14, 2025.
SCHEDULE 13D
|
| CUSIP No. | 91060H108 |
| 1 |
Name of reporting person
Robyn Nieri | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,121,538.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(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 to Rows 7, 8, 9, and 10: Note (3) to the cover page for Michael P. Nieri as the Reporting Person above is hereby incorporated by reference. (3) Note to Rows 8,10, and 11: Consists of 621,328 Class A Common Shares jointly held by the Reporting Person and her spouse, Michael P. Nieri. (4) Note to Row 11: The Reporting Person disclaims beneficial ownership of the shares reported by all Reporting Persons in this Amendment No. 5 other than as described in the Reporting Person's cover page above and the corresponding Notes. (5) Note to Row 13: The aggregate percentage of shares of Class A Common Stock reported as beneficially owned by the Reporting Person is based on the Issuer having 21,628,512 Class A Common Shares issued and outstanding as of May 9, 2025, as reported in the Quarterly Report on Form 10-Q filed by the Issuer with the SEC on May 14, 2025.
SCHEDULE 13D
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| CUSIP No. | 91060H108 |
| 1 |
Name of reporting person
R. Shelton Twine | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 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)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
18,557,601.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
46.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(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 to Rows 7 and 9: Note (3) to the cover page for Michael P. Nieri as the Reporting Person above is hereby incorporated by reference. (3) Note to Rows 7, 9, and 11: Consists of (i) 196,736 Class A Common Shares owned by the Reporting Person, (ii) 184,141 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) Note to Rows 7, 9, and 11: The Reporting Person disclaims beneficial ownership of the shares reported in this Amendment No. 5 other than as described in the Reporting Person's cover page above and the corresponding Notes. (5) Note to Row 13: The aggregate percentage of shares of Class A Common Stock reported as beneficially owned by the Reporting Person is based on the Issuer having 21,628,512 Class A Common Shares issued and outstanding as of May 9, 2025, as reported in the Quarterly Report on Form 10-Q filed by the Issuer with the SEC on May 14, 2025.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Common Stock, par value $0.0001 per share | |
| (b) | Name of Issuer:
United Homes Group, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
917 Chapin Road, Chapin,
SOUTH CAROLINA
, 29036. | |
Item 1 Comment:
Explanatory Note Defined terms used in this Amendment No.5 and not otherwise defined have the meanings given to them in the footnotes to the cover pages of this Amendment No. 5 and, if not defined in such footnotes, in the Schedule 13D. This Amendment No. 5 is being filed on behalf of the Reporting Persons reflected in the cover pages of this Amendment No. 5 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 Michael P. Nieri, Pennington W. 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, Amendment No. 2, Amendment No. 3, and Amendment No. 4, are materially unchanged. | ||
| Item 2. | Identity and Background | |
| (a) | Pursuant to Section 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, Robyn Nieri, 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 Executive Chairman 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. Mrs. Nieri is retired. The principal occupation of Mr. Twine is serving as a Co-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, Robyn 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 Schedule 13D, is hereby amended and supplemented by adding the following: Item 5(c) below is hereby incorporated by reference. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following: On May 22, 2025, Michael Nieri purchased 250,000 shares of Class A Common Stock in an open market purchase. Such shares were acquired for investment purposes. On May 22, 2025, Pennington Nieri purchased 50,000 shares of Class A Common Stock in an open market purchase. Such shares were acquired for investment purposes. On May 22, 2025, Maigan Nieri Lincks purchased 50,000 shares of Class A Common Stock in an open market purchase. Such shares were acquired for investment purposes. On May 22, 2025, Patrick Nieri purchased 50,000 shares of Class A Common Stock in an open market purchase. Such shares were acquired for investment purposes. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | 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 each Reporting Person is based on the Issuer having 21,628,512 Class A Common Shares issued and outstanding as of May 9, 2025, as reported in the Quarterly Report on Form 10-Q filed by the Issuer with the SEC on May 14, 2025. The Reporting Persons may be deemed to constitute a "group" within the meaning of Section 13(d) of the Act. Any such group that may be deemed to exist would beneficially own 42,283,437 Class A Common Shares representing 71.2% of the Class A Common Shares outstanding, assuming conversion or exercise of derivative securities beneficially owned by the group. | |
| (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 each Reporting Person is based on the Issuer having 21,628,512 Class A Common Shares issued and outstanding as of May 9, 202
5, as reported in the Quarterly Report on Form 10-Q filed by the Issuer with the SEC on May 14, 2025. The Reporting Persons may be deemed to constitute a "group" within the meaning of Section 13(d) of the Act. Any such group that may be deemed to exist would beneficially own 42,283,437 Class A Common Shares representing 71.2% of the Class A Common Shares outstanding, assuming conversion or exercise of derivative securities beneficially owned by the group. | |
| (c) | Except for the transactions described below, none of the Reporting Persons effected transactions in Class A Common Shares during the past 60 days: Michael P. Nieri purchased 250,000 Class A Common Shares on May 22, 2025 at an aggregate purchase price of $492,900 and a price per share of $1.95. The source of funds for such purchase was personal funds. Pennington W. Nieri purchased 50,000 Class A Common Shares on May 22, 2025 at an aggregate purchase price of $98,756 and a price per share of $1.95. The source of funds for such purchase was personal funds. Maigan Nieri Lincks purchased 50,000 Class A Common Shares on May 22, 2025 at an aggregate purchase price of $98,756 and a price per share of $1.95. The source of funds for such purchase was personal funds. Patrick M. Nieri purchased 50,000 Class A Common Shares on May 22, 2025 at an aggregate purchase price of $98,630 and a weighted average price per share of $1.9475 (such shares were purchased at prices ranging from $1.945 to $1.95, inclusive). The source of funds for such purchase was personal funds. Two Blue Stallions, LLC purchased (i) 93,462 Class A Common Shares on May 23, 2025 at an aggregate purchase price of $187,652 and a price per share of $2.0127 (such shares were purchased at prices ranging from $1.9017 to $2.10, inclusive). and (ii) 100,000 Class A Common Shares on May 27, 2025 at an aggregate purchase price of $200,000 and a price per share of $2.00. The source of funds for such purchase was LLC funds. Each of the foregoing purchases were made in multiple transactions and the listed prices are net of commissions. | |
| (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) | On December 11, 2024, White Rock Capital, LLC ceased to beneficially own of more than 5% of the Class A Common Stock. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following: 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. | |
None. | ||
| SIGNATURE | |
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.
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