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Filing Details

Accession Number:: 0000895345-24-000615
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2024-12-13 17:24:04
Reporting Period:: 2024-12-11

Accepted Time:: 2024-12-13 17:24:04
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1830188	United Homes Group Inc.	UHG	()	4

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1596522	Michael Simanovsky	25 Deforest Avenue 3Rd Floor Summit NJ 07901	No	No	No	No
1850901	Conversant Capital Llc	25 Deforest Avenue 3Rd Floor Summit NJ 07901	No	No	No	No
1850910	Conversant Gp Holdings Llc	25 Deforest Avenue, 3Rd Floor Summit NJ 07901	No	No	No	No
1970309	Conversant Opportunity Master Fund Lp	25 Deforest Avenue 3Rd Floor Summit NJ 07901	No	No	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock	Acquisiton	2024-12-11	4,466,827	$0.00	5,002,000	No	4	A	Indirect	See footnotes
Class A Common Stock	Disposition	2024-12-11	3,246,275	$4.75	1,775,725	No	4	S	Indirect	See footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	A	Indirect	See footnotes
No	4	S	Indirect	See footnotes

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Convertible Note	Disposition	2024-12-11	6,272,401	$0.00	6,272,401	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0	2024-03-30	2028-03-30	No	4	D	Indirect

Footnotes

On December 11, 2024, Conversant Opportunity Master Fund LP, a Cayman Islands exempted limited partnership ("Opportunity Master Fund"), surrendered to United Homes Group, Inc. (the "Issuer") $35,000,000 in principal amount of an Issuer convertible note (the "Convertible Note"), in exchange for $30,696,917.81 in cash and 4,466,827 Issuer Class A common shares ("Common Stock"), in satisfaction of the aggregate principal thereunder, together with accrued and unpaid interest thereon, as well as the make-whole obligations arising thereunder.
These securities were owned directly by Opportunity Master Fund as nominee for its majority-owned subsidiary Conversant Opportunity Master Fund Sub LLC ("Sub Fund"). This Form 4 is being filed jointly by (i) Michael Simanovsky, a United States citizen, (ii) Conversant Capital LLC, a Delaware limited liability company ("Conversant Capital"), (iii) Conversant GP Holdings LLC, a Delaware limited liability company ("Conversant GP), and (iv) Opportunity Master Fund (collectively the filing persons are the "Reporting Persons"). Conversant GP is the general partner of Opportunity Master Fund and the managing member of Sub Fund, and Conversant Capital is the investment manager to Opportunity Master Fund. Michael J. Simanovsky is the managing member of Conversant Capital and Conversant GP.
By virtue of the relationships described in footnote 2, each of Mr. Simanovsky, Conversant Capital and Conversant GP may be deemed a beneficial owner of the securities held by Opportunity Master Fund as nominee for Sub Fund. Mr. Simanovsky, Conversant Capital, and Conversant GP each disclaims beneficial ownership of the securities held by Opportunity Master Fund as nominee for Sub Fund except to the extent of his or its pecuniary interest therein.
The Convertible Note was subject to a conversion option and/or a forced conversion as provided therein at an initial per share conversion price of 80% of the volume-weighted average sale price of a Class A common share over the 30-consecutive day period prior to the date that is the first anniversary of the closing of the of the merger between Hestia Merger Sub, Inc. and Great Southern Homes, Inc (the first anniversary being March 30, 2024), provided that such conversion price per share shall be no less than $5.00 U.S. dollars and no greater than $10.00 U.S. dollars.
These securities were owned directly by Opportunity Master Fund. Conversant GP is the general partner of Opportunity Master Fund and Conversant Capital is the investment manager to Opportunity Master Fund. Mr. Simanovsky is the managing member of Conversant Capital and Conversant GP. By virtue of these relationships, each of Mr. Simanovsky, Conversant Capital and Conversant GP may be deemed a beneficial owner of the securities held by Opportunity Master Fund. Mr. Simanovsky, Conversant Capital, and Conversant GP each disclaims beneficial ownership of the securities held by Opportunity Master Fund except to the extent of his or its pecuniary interest therein.