Nieri Family Amends UHG Ownership, Solidifying Control

TL;DR

**Nieri family just updated their UHG ownership, signaling continued insider control.**

AI Summary

Michael Nieri and his associated trusts (MEN Trust 2018, PMN Trust 2018, PWN Trust 2018, MPN Grandchildren's Trust 2023) have filed an Amendment No. 2 to their Schedule 13D for United Homes Group, Inc. (UHG). The filing, dated February 26, 2024, updates their beneficial ownership of UHG's Class A Common Stock. The group includes family members Maigan Nieri, Patrick Nieri, and Pennington W. Nieri, indicating a coordinated ownership strategy.

Why It Matters

This filing indicates a continued, coordinated ownership stake by the Nieri family in United Homes Group, Inc., suggesting long-term commitment and potential influence over company decisions.

Risk Assessment

Risk Level: low — The filing is an amendment to an existing Schedule 13D, indicating a routine update to beneficial ownership rather than a new, high-impact event.

Key Players & Entities

• Michael Nieri (person) — Reporting Person, Authorized to Receive Notices
• United Homes Group, Inc. (company) — Subject Company, Issuer
• MEN Trust 2018 DATED 7/17/2018 (company) — Group Member, Trust
• MPN GRANDCHILDREN'S TRUST 2023 DATED SEPTEMBER 12, 2023 (company) — Group Member, Trust
• Patrick Nieri (person) — Group Member
• Pennington W. Nieri (person) — Group Member
• PMN TRUST 2018 DATED 7/17/2018 (company) — Group Member, Trust
• PWN TRUST 2018 DATED 7/17/2018 (company) — Group Member, Trust
• Maigan Nieri (person) — Group Member
• Shelton Twine (person) — Group Member

FAQ

Key Financial Figures

• $0.0001 — ssuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securiti

Filing Documents

• tm247235d1_sc13da.htm (SC 13D/A) — 137KB
• 0001104659-24-027545.txt ( ) — 139KB

Identity and Background

Item 2. Identity and Background.

of the Initial Schedule 13D is hereby amended

Item 2 of the Initial Schedule 13D is hereby amended and restated as follows: (a) Pursuant to § 240.13d-1(k) under the Securities Exchange Act of 1934, as amended, this Schedule 13D is being filed jointly by Michael Nieri, the PWN Trust, the Nieri Grandchild Trust, Pennington Nieri, the MEN Trust, Maigan Nieri, the PMN Trust, Patrick Nieri, and 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 Nieri is as Chairman, Chief Executive Officer, 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 Nieri is serving as Co-Executive VP – Construction Services of the Issuer. The principal occupation of Maigan Nieri is serving as a project manager for a land development company affiliated with the Issuer. The principal occupation of Patrick Nieri is serving as a project manager for a land development company affiliated with the Issuer. The principal occupation of Mr. Twine is serving as 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 Nieri, Pennington Nieri, Maigan Nieri, Patrick Nieri, and Shelton Twine is a United States citizen. Each beneficiary

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration.

of the Initial Schedule 13D, as amended

Item 3 of the Initial Schedule 13D, as amended by Amendment No. 1, is hereby further amended and supplemented as follows: Gift Transfers . As previously reported in Amendment No. 1, on September 18, 2023, Michael Nieri gifted 526,516 Class B Common Shares for no consideration to the newly formed Nieri Grandchild Trust for estate planning purposes. As reported in this Amendment No. 2, on February 22, 2024, Michael Nieri gifted an additional 198,699 Class B Common Shares for no consideration to the Nieri Grandchild Trust for estate planning purposes.

Purpose of Transaction

Item 4. Purpose of Transaction.

of the Initial Schedule 13D, as amended

Item 4 of the Initial Schedule 13D, as amended by Amendment No. 1, is hereby amended and supplemented as follows: Michael Nieri gifted an additional 198,699 Class B Common Shares for no consideration to the Nieri Grandchild Trust for estate planning purposes.

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer.

of the Initial Schedule 13D, as amended

Item 5 of the Initial Schedule 13D, as amended by Amendment No. 1, 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 the Reporting Persons is based on the Issuer having 11,382,282 Class A Common Shares issued and outstanding as of January 24, 2024, as reported in the Definitive Information Statement on Schedule 14C filed by the Issuer with the SEC on February 7, 2024. The Reporting Persons may be deemed to constitute a “group” within the meaning of Section 13(d) of the Act. The Reporting Persons believe that they are not

View Full Filing

View this SC 13D/A filing on SEC EDGAR