SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Simanovsky Michael (Last) (First) (Middle) 25 DEFOREST AVENUE 3RD FLOOR (Street) SUMMIT NJ 07901 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol United Homes Group, Inc. [ UHG ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 12/11/2024
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	12/11/2024		A		4,466,827	A	(1)	5,002,000	I	See footnotes(2)(3)
Class A Common Stock	12/11/2024		S		3,246,275	D	$4.75	1,775,725	I	See footnotes(2)(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Convertible Note	(4)	12/11/2024		D			6,272,401	03/30/2024	03/30/2028	Class A Common Stock	6,272,401	(1)	0	I	See footnote(5)

1. Name and Address of Reporting Person* Simanovsky Michael (Last) (First) (Middle) 25 DEFOREST AVENUE 3RD FLOOR (Street) SUMMIT NJ 07901 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Conversant Capital LLC (Last) (First) (Middle) 25 DEFOREST AVENUE 3RD FLOOR (Street) SUMMIT NJ 07901 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Conversant Opportunity Master Fund LP (Last) (First) (Middle) 25 DEFOREST AVENUE 3RD FLOOR (Street) SUMMIT NJ 07901 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Conversant GP Holdings LLC (Last) (First) (Middle) 25 DEFOREST AVENUE, 3RD FLOOR (Street) SUMMIT NJ 07901 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. 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.

2. 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.

3. 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.

4. 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.

5. 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.

Remarks:

Robert T. Grove, a Principal of Conversant Capital, served as a member of the Issuer's board of directors. On the basis of the relationships between Mr. Grove and the Reporting Persons, at the time of the transactions reported herein, the Reporting Persons were considered directors of the Issuer for purposes of Section 16 of the Securities Exchange Act of 1934, as amended. As a result of the transactions reported herein, Mr. Grove has resigned his position as a director of the Issuer.

	MICHAEL J. SIMANOVSKY /s/ Paul Dumaine By: Paul Dumaine, Attorney-in-fact for Michael J. Simanovsky	12/13/2024
	CONVERSANT CAPITAL LLC /s/ Paul Dumaine By: Paul Dumaine, General Counsel and Chief Compliance Officer	12/13/2024
	CONVERSANT OPPORTUNITY MASTER FUND LP By: Conversant GP Holdings LLC, its general partner /s/ Paul Dumaine By: Paul Dumaine, General Counsel and Chief Compliance Officer	12/13/2024
	CONVERSANT GP HOLDINGS LLC /s/ Paul Dumaine By: Paul Dumaine, General Counsel and Chief Compliance Officer	12/13/2024
	** Signature of Reporting Person	Date
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