United Homes (UHG) SC 13D/AUnited Homes / Nieri Michael P. ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 4)

United Homes Group, Inc. 

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share 

(Title of Class of Securities)

91060H 108

(CUSIP Number)

Michael P. Nieri

917 Chapin Road

Chapin, South Carolina 29036

Telephone: 844-766-4663 

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 11, 2024 

(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. ¨ 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

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 (the "Exchange 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) 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) 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) 163,551 Class A Common Shares that the Reporting Person may acquire pursuant to the exercise of stock options, and (iii) 400,000 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) Some of the shares reported in this Amendment No. 4 (this “Amendment No. 4”) 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”), and Amendment No. 3 to Schedule 13D filed with the SEC on June 11, 2024 (“Amendment No. 3”), the “Schedule 13D”) as beneficially owned by:

were acquired as follows:

The shares reported in this Amendment No. 4 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) 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) 979,318 Class A Common Shares beneficially owned by the LLCs.

(5) Composed of (i) 18,321,933 Class B Common Shares; (ii) 163,551 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) 979,318 Class A Common Shares beneficially owned by the LLCs, and (ix) 400,000 Class A Common Shares owned by the Reporting Person.

(6) The aggregate percentage of shares of Class A Common Stock reported as beneficially owned by the Reporting Person reflects 21,607,007 Class A Common Shares issued and outstanding as of December 11, 2024, which is based on 11,438,157 Class A Common Shares outstanding as of November 30, 2024, as set forth in the Prospectus Supplement filed by the Issuer with the SEC on December 6, 2024, plus 10,168,850 Class A Common Shares issued upon the consummation of the redemption transactions described in such Prospectus Supplement.

(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 (3) to the cover page for Michael P. Nieri as the Reporting Person above is hereby incorporated by reference. 

(3) Consists of 83,332 Class A Common Shares and 5,975,576 Class B Common Shares. 

(4) The Reporting Person disclaims beneficial ownership of the shares reported by all Reporting Persons in this Amendment No. 4 other than as described in the Reporting Person’s cover page above and the corresponding Notes. 

(5) The aggregate percentage of shares of Class A Common Stock reported as beneficially owned by the Reporting Person reflects 21,607,007 Class A Common Shares issued and outstanding as of December 11, 2024, which is based on 11,438,157 Class A Common Shares outstanding as of November 30, 2024, as set forth in the Prospectus Supplement filed by the Issuer with the SEC on December 6, 2024, plus 10,168,850 Class A Common Shares issued upon the consummation of the redemption transactions described in such Prospectus Supplement. 

(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 (3) to the cover page for Michael P. Nieri as the Reporting Person above is hereby incorporated by reference. 

(3) Consists of 980,000 Class A Common Shares and 725,215 Class B Common Shares beneficially owned by the Nieri Grandchild Trust. 

(4) The Reporting Person disclaims beneficial ownership of the shares reported by all Reporting Persons in this Amendment No. 4 other than as described in the Reporting Person’s cover page above and the corresponding Notes. 

(5) The aggregate percentage of shares of Class A Common Stock reported as beneficially owned by the Reporting Person reflects 21,607,007 Class A Common Shares issued and outstanding as of December 11, 2024, which is based on 11,438,157 Class A Common Shares outstanding as of November 30, 2024, as set forth in the Prospectus Supplement filed by the Issuer with the SEC on December 6, 2024, plus 10,168,850 Class A Common Shares issued upon the consummation of the redemption transactions described in such Prospectus Supplement.

(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 (3) to the cover page for Michael P. Nieri as the Reporting Person above is hereby incorporated by reference. 

(3) 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) 105,555 Class A Common Shares that the Reporting Person may acquire pursuant to the exercise of stock options, and (iv) 979,318 Class A Common Shares beneficially owned by the LLCs, for which the Reporting Person serves as the sole manager. 

(4) The Reporting Person disclaims beneficial ownership of the shares reported in this Amendment No. 4 other than as described in the Reporting Person’s cover page above and the corresponding Notes. 

(5) The aggregate percentage of shares of Class A Common Stock reported as beneficially owned by the Reporting Person reflects 21,607,007 Class A Common Shares issued and outstanding as of December 11, 2024, which is based on 11,438,157 Class A Common Shares outstanding as of November 30, 2024, as set forth in the Prospectus Supplement filed by the Issuer with the SEC on December 6, 2024, plus 10,168,850 Class A Common Shares issued upon the consummation of the redemption transactions described in such Prospectus Supplement.

(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 (3) to the cover page for Michael P. Nieri as the Reporting Person above is hereby incorporated by reference. 

(3) Consists of 83,332 Class A Common Shares and 5,975,576 Class B Common Shares. 

(4) The Reporting Person disclaims beneficial ownership of the shares reported by all Reporting Persons in this Amendment No. 4 other than as described in the Reporting Person’s cover page above and the corresponding Notes. 

(5) The aggregate percentage of shares of Class A Common Stock reported as beneficially owned by the Reporting Person reflects 21,607,007 Class A Common Shares issued and outstanding as of December 11, 2024, which is based on 11,438,157 Class A Common Shares outstanding as of November 30, 2024, as set forth in the Prospectus Supplement filed by the Issuer with the SEC on December 6, 2024, plus 10,168,850 Class A Common Shares issued upon the consummation of the redemption transactions described in such Prospectus Supplement.

(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 (3) to the cover page for Michael P. Nieri as the Reporting Person above is hereby incorporated by reference. 

(3) Consists of (i) 83,332 Class A Common Shares and 5,975,576 Class B Common Shares beneficially owned by the MEN Trust and (ii) 4,481 Class A Common Shares that the Reporting Person may acquire pursuant to the exercise of stock options. 

(4) The Reporting Person disclaims beneficial ownership of the shares reported by all Reporting Persons in this Amendment No. 4 other than as described in the Reporting Person’s cover page above and the corresponding Notes. 

(5) The aggregate percentage of shares of Class A Common Stock reported as beneficially owned by the Reporting Person reflects 21,607,007 Class A Common Shares issued and outstanding as of December 11, 2024, which is based on 11,438,157 Class A Common Shares outstanding as of November 30, 2024, as set forth in the Prospectus Supplement filed by the Issuer with the SEC on December 6, 2024, plus 10,168,850 Class A Common Shares issued upon the consummation of the redemption transactions described in such Prospectus Supplement.

(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 (3) to the cover page for Michael P. Nieri as the Reporting Person above is hereby incorporated by reference. 

(3) Consists of 83,332 Class A Common Shares and 5,975,576 Class B Common Shares. 

(4) The Reporting Person disclaims beneficial ownership of the shares reported by all Reporting Persons in this Amendment No. 4 other than as described in the Reporting Person’s cover page above and the corresponding Notes. 

(5) The aggregate percentage of shares of Class A Common Stock reported as beneficially owned by the Reporting Person reflects 21,607,007 Class A Common Shares issued and outstanding as of December 11, 2024, which is based on 11,438,157 Class A Common Shares outstanding as of November 30, 2024, as set forth in the Prospectus Supplement filed by the Issuer with the SEC on December 6, 2024, plus 10,168,850 Class A Common Shares issued upon the consummation of the redemption transactions described in such Prospectus Supplement.

(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 (3) to the cover page for Michael P. Nieri as the Reporting Person above is hereby incorporated by reference. 

(3) Consists of (i) 83,332 Class A Common Shares and 5,975,576 Class B Common Shares beneficially owned by the PMN Trust and (ii) 4,481 Class A Common Shares that the Reporting Person may acquire pursuant to the exercise of stock options. 

(4) The Reporting Person disclaims beneficial ownership of the shares reported in this Amendment No. 4 other than as described in the Reporting Person’s cover page above and the corresponding Notes. 

(5) The aggregate percentage of shares of Class A Common Stock reported as beneficially owned by the Reporting Person reflects 21,607,007 Class A Common Shares issued and outstanding as of December 11, 2024, which is based on 11,438,157 Class A Common Shares outstanding as of November 30, 2024, as set forth in the Prospectus Supplement filed by the Issuer with the SEC on December 6, 2024, plus 10,168,850 Class A Common Shares issued upon the consummation of the redemption transactions described in such Prospectus Supplement.

(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) The Reporting Person disclaims beneficial ownership of the shares reported by all Reporting Persons in this Amendment No. 4 other than as described in the Reporting Person’s cover page above and the corresponding Notes. 

(3) The aggregate percentage of shares of Class A Common Stock reported as beneficially owned by the Reporting Person reflects 21,607,007 Class A Common Shares issued and outstanding as of December 11, 2024, which is based on 11,438,157 Class A Common Shares outstanding as of November 30, 2024, as set forth in the Prospectus Supplement filed by the Issuer with the SEC on December 6, 2024, plus 10,168,850 Class A Common Shares issued upon the consummation of the redemption transactions described in such Prospectus Supplement.

(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 (3) to the cover page for Michael P. Nieri as the Reporting Person above is hereby incorporated by reference. 

(3) Consists of 621,328 Class A Common Shares jointly held by the Reporting Person and her spouse, Michael P. Nieri. 

(4) The Reporting Person disclaims beneficial ownership of the shares reported by all Reporting Persons in this Amendment No. 4 other than as described in the Reporting Person’s cover page above and the corresponding Notes. 

(5) The aggregate percentage of shares of Class A Common Stock reported as beneficially owned by the Reporting Person reflects 21,607,007 Class A Common Shares issued and outstanding as of December 11, 2024, which is based on 11,438,157 Class A Common Shares outstanding as of November 30, 2024, as set forth in the Prospectus Supplement filed by the Issuer with the SEC on December 6, 2024, plus 10,168,850 Class A Common Shares issued upon the consummation of the redemption transactions described in such Prospectus Supplement.

(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 (3) to the cover page for Michael P. Nieri as the Reporting Person above is hereby incorporated by reference. 

(3) Consists of (i) 196,736 Class A Common Shares, (ii) 105,555 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) The Reporting Person disclaims beneficial ownership of the shares reported in this Amendment No. 4 other than as described in the Reporting Person’s cover page above and the corresponding Notes. 

(5) The aggregate percentage of shares of Class A Common Stock reported as beneficially owned by the Reporting Person reflects 21,607,007 Class A Common Shares issued and outstanding as of December 11, 2024, which is based on 11,438,157 Class A Common Shares outstanding as of November 30, 2024, as set forth in the Prospectus Supplement filed by the Issuer with the SEC on December 6, 2024, plus 10,168,850 Class A Common Shares issued upon the consummation of the redemption transactions described in such Prospectus Supplement.

Explanatory Note

Defined terms used in this Amendment No.4 and not otherwise defined have the meanings given to them in the footnotes to the cover pages of this Amendment No. 4 and, if not defined in such footnotes, in the Schedule 13D.

This Amendment No. 4 is being filed on behalf of the Reporting Persons reflected in the cover pages of this Amendment No. 4 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 Pennington W. Nieri, Maigan Nieri Lincks, Patrick M. 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, and Amendment No. 3, are materially unchanged.

Item 2 of the Schedule 13D is hereby amended and restated as follows:

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 of the Schedule 13D is hereby amended and supplemented by adding the following:

On December 11, 2024, Michael Nieri and Robyn Nieri purchased 400,000 shares and 500,000 shares of Class A Common Stock, respectively, in an underwritten secondary offering conducted by the Company and certain of its stockholders pursuant to the Prospectus Supplement, dated as of December 5, 2024, to the Company’s Prospectus, dated as of July 3, 2024. Each of Michael Nieri and Robyn Nieri acquired such shares for investment purposes.

On December 12, 2024, R. Shelton Twine purchased 10,000 shares of Class A Common Stock in an open market purchase. Such shares were acquired for investment purposes.

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

(a) and (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 reflects 21,607,007 Class A Common Shares issued and outstanding as of December 11, 2024, which is based on 11,438,157 Class A Common Shares outstanding as of November 30, 2024, as set forth in the Prospectus Supplement filed by the Issuer with the SEC on December 6, 2024, plus 10,168,850 Class A Common Shares issued upon the consummation of the redemption transactions described in such Prospectus Supplement.

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 41,284,877 Class A Common Shares representing 70.0% 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 in the table below, none of the Reporting Persons effected transactions in Class A Common Shares during the past 60 days.

(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 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 of the Schedule 13D is hereby amended and supplemented by deleting the original Agreement of Joint Filing and replacing it with the Amended and Restated Agreement of Joint Filing listed below and attached as an Exhibit to this Amendment No. 4 to be filed herewith.

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 13, 2024