Clive R.G. O'Grady Form 3 United Homes / Clive R.G. O'Grady ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

O'Grady Clive R.G.

(Last) (First) (Middle)

90 N. ROYAL TOWER DRIVE

(Street)

IRMO SC 29063

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/30/2023

3. Issuer Name and Ticker or Trading Symbol
United Homes Group, Inc. [ UHG ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Administrative Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrant (right to buy)	(1)	07/01/2032	Class A Common Stock	746,947(2)	4.05	D
Rights to Receive Earn Out Shares(3)	(3)	(3)	Class A Common Stock	372,350(3)	(3)	D

Explanation of Responses:

1. The Warrant is currently exercisable.

2. In connection with the merger of Great Southern Homes, Inc. ("GSH"), a private company, into a wholly owned subsidiary of the Issuer (the "Merger"), the Reporting Person received this Warrant of the Issuer in exchange for a previously outstanding warrant to acquire 2,000 shares of GSH Class A common stock at an exercise price of $1,512.00 per share.

3. The Reporting Person received these securities in connection with the Merger, based on the Reporting Person's receipt of the Warrant. The Earn Out Shares will be issued in up to three potential tranches only if, during a period beginning 90 days after the closing date of the Merger and continuing through the fifth anniversary of the closing date (the "Earn Out Period"), the weighted value trading price exceeds one or more of three targets for the Class A Common Stock within any 30 consecutive trading day period during the Earn Out Period. The Reporting Person will receive 139,631 Earn Out Shares if the trading price so calculated equals or exceeds $12.50; 139,631 shares if it equals or exceeds $15.00; and 93,088 shares if it equals or exceeds $17.50.

	/s/ Clive R.G. O'Grady, By Erin Reeves McGinnis through Power of Attorney	04/03/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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