Statement of Ownership (sc 13g)
April 28 2023 - 5:03PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
United Homes
Group, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
91060H108
(CUSIP Number)
March 30, 2023
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
| * |
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form
with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in 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 (“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. 91060H108
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| 1 |
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NAMES OF REPORTING PERSONS
James J. Martell, Jr. |
| 2 |
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
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| 3 |
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SEC USE ONLY
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| 4 |
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CITIZENSHIP OR PLACE OF
ORGANIZATION United
States |
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| NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
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5 |
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SOLE VOTING POWER
1,120,421 |
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6 |
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SHARED VOTING POWER
0 |
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7 |
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SOLE DISPOSITIVE POWER
1,120,421 |
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8 |
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SHARED DISPOSITIVE POWER
0 |
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| 9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,120,421 |
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
| 11 |
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9 9.5% |
| 12 |
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TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS) IN |
| Item 1(a). |
Name of Issuer: |
United Homes Group, Inc. (the “Issuer”)
| Item 1(b). |
Address of Issuer’s Principal Executive Offices: |
90 N Royal Tower Drive
Irmo,
South Carolina 29063
| Item 2(a). |
Names of Persons Filing: |
The name of the person filing this report (the “Reporting Person”) is James J. Martell, Jr. (“Mr. Martell”).
| Item 2(b). |
Address of Principal Business Office or, if None, Residence: |
The address of the principal business office of the Reporting Person is:
278 Cedar Ln SE #4073
Vienna,
VA 22180
Mr. Martell is a United States citizen
| Item 2(d). |
Title of Class of Securities: |
Common Stock, par value $0.0001 per share (“Class A Common Stock”)
91060H108
| Item 3. |
If this statement is filed pursuant to §§
240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
Not applicable.
The information required by this item with respect to the Reporting Person is set forth in Rows 5 through 9 and 11 of the cover pages to this
Schedule 13G.
The Reporting Person holds warrants exercisable for 1,120,421 shares of Class A Common Stock. The ownership
percentage reported on the cover page of this Schedule 13G is based on 10,621,073 Class A Common Shares outstanding as of March 30, 2023, as reported in the Current Report on Form 8-K filed by the
Issuer with the Securities and Exchange Commission on April 5, 2023, and assuming the exercise of all of the warrants held by the Reporting Person.
| Item 5. |
Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of
more than five percent of the class of securities, check the following ☐.
| Item 6. |
Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
| Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding Company or Control Person. |
Not applicable.
| Item 8. |
Identification and Classification of Members of the Group. |
Not applicable.
| Item 9. |
Notice of Dissolution of Group. |
Not applicable.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held
for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than
activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: April 28, 2023
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| By: |
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/s/ James J. Martell, Jr. |
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Name: James J. Martell, Jr. |
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