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) |
SCHEDULE 13D
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CUSIP No. | 91060H108 |
1 |
Name of reporting person
Michael P. Nieri | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
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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)
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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)
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13 | Percent of class represented by amount in Row (11)
69.6 % | ||||||||
14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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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)
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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
| ||||||||
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 |
SCHEDULE 13D
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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)
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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)
![]() | ||||||||
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 |
SCHEDULE 13D
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CUSIP No. | 91060H108 |
1 |
Name of reporting person
Pennington W. Nieri | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
![]() ![]() | ||||||||
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 |
SCHEDULE 13D
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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)
![]() ![]() | ||||||||
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 |
SCHEDULE 13D
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CUSIP No. | 91060H108 |
1 |
Name of reporting person
Maigan Nieri Lincks | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
![]() ![]() | ||||||||
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 |
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)
![]() ![]() | ||||||||
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 |
SCHEDULE 13D
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CUSIP No. | 91060H108 |
1 |
Name of reporting person
Patrick M. Nieri | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
![]() ![]() | ||||||||
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 |
SCHEDULE 13D
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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)
![]() ![]() | ||||||||
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 |
SCHEDULE 13D
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CUSIP No. | 91060H108 |
1 |
Name of reporting person
Robyn Nieri | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
![]() ![]() | ||||||||
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 |
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)
![]() ![]() | ||||||||
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
18,557,601.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
13 | Percent of class represented by amount in Row (11)
46.7 % | ||||||||
14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
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, 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. | |
(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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