Nieri Amends United Homes Group Stake

TL;DR

Nieri family trusts adjust United Homes Group stake, filing shows.

AI Summary

On June 11, 2024, Michael P. Nieri filed an amendment (Amendment No. 3) to Schedule 13D for United Homes Group, Inc. The filing indicates changes in beneficial ownership for Michael P. Nieri and several trusts associated with him, including the MEN TRUST 2018, MPN GRANDCHILDREN'S TRUST 2023, PMN TRUST 2018, and PWN TRUST 2018. The filing does not specify dollar amounts or exact share counts but pertains to the Class A Common Stock of United Homes Group, Inc.

Why It Matters

This filing indicates a potential shift in control or significant influence over United Homes Group, Inc. by Michael P. Nieri and associated entities, which could impact the company's stock performance and strategic direction.

Risk Assessment

Risk Level: medium — Changes in beneficial ownership filings can signal shifts in major shareholder intentions, potentially affecting stock price and corporate strategy.

Key Players & Entities

• Michael P. Nieri (person) — Filer and beneficial owner
• United Homes Group, Inc. (company) — Subject company
• MEN TRUST 2018 (company) — Associated trust with beneficial ownership
• MPN GRANDCHILDREN'S TRUST 2023 (company) — Associated trust with beneficial ownership
• PMN TRUST 2018 (company) — Associated trust with beneficial ownership
• PWN TRUST 2018 (company) — Associated trust with beneficial ownership
• DiamondHead Holdings Corp. (company) — Former company name

FAQ

Key Financial Figures

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

Filing Documents

• tm2416890d1_sc13da.htm (SC 13D/A) — 191KB
• tm2416890d1_ex5.htm (EX-5) — 9KB
• 0001104659-24-070530.txt ( ) — 202KB

From the Filing

SC 13D/A 1 tm2416890d1_sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 3) 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) June 7, 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 remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the cover page. 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). CUSIP No. 91060H 108 1 NAMES OF REPORTING PERSONS Michael P. Nieri 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) ¨ (1) 3 SEC USE ONLY 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) OO, 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 7 SOLE VOTING POWER 18,485,484 (2) 8 SHARED VOTING POWER 21,482,585 (3) (4) 9 SOLE DISPOSITIVE POWER 18,485,484 (2) 10 SHARED DISPOSITIVE POWER 21,482,585 (4) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 39,968,069 (5) 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 82.4% (6) 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN (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 ”), and (ii) 163,551 Class A Common Shares that the Reporting Person may acquire pursuant to the exercise of stock options. 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. 3 (this “ Amendment No. 3 ”) 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 ”) and Amendment No. 2 to Schedule 13D filed with the SEC on February 26, 2024 (“ Amendment No. 2 ”), the “ Schedule 13D ”) as beneficially owned by: · Michael P. Nieri (including shares owned jointly by Michael Nieri and his spouse), · 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 “ Busine

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