Sec Form 3 Filing - Simanovsky Michael @ United Homes Group, Inc. - 2023-03-30

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Simanovsky Michael 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) (Last) (First) (Middle) 25 DEFOREST AVENUE, 3RD FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 03/30/2023 (Street) SUMMIT, NJ07901 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 535,173 I See Footnotes ( 1 ) ( 2 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 ) 03/30/2024 03/30/2028 Class A Common Stock ( 3 ) I See Footnotes ( 1 ) ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Simanovsky Michael 25 DEFOREST AVENUE 3RD FLOOR SUMMIT, NJ07901 X Conversant Capital LLC 25 DEFOREST AVENUE 3RD FLOOR SUMMIT, NJ07901 X Conversant GP Holdings LLC 25 DEFOREST AVENUE, 3RD FLOOR SUMMIT, NJ07901 X Conversant Opportunity Master Fund LP 25 DEFOREST AVENUE 3RD FLOOR SUMMIT, NJ07901 X Signatures /s/ Michael Simanovsky 04/04/2023 Signature of Reporting Person Date /s/ Conversant Capital LLC 04/04/2023 Signature of Reporting Person Date /s/ Conversant GP Holdings LLC 04/04/2023 Signature of Reporting Person Date /s/ Conversant Opportunity Master Fund LP By: Conversant GP Holdings LLC, its general partner 04/04/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This Form 3 is being filed jointly by Michael Simanovsky, a United States citizen; Conversant Capital LLC, a Delaware limited liability company ("Conversant Capital"); Conversant GP Holdings LLC, a Delaware limited liability company ("Conversant GP"); and Conversant Opportunity Master Fund LP, a Cayman Islands exempted limited partnership ("Opportunity Master Fund") (collectively the filing persons are the "Reporting Persons"). ( 2 )The Shares and the Convertible Note are held 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, 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. ( 3 )The face value of the Convertible Note is $80,000,000.00 U.S. dollars. At any time from the first anniversary of the closing (the first anniversary being March 30, 2024) of the merger between Hestia Merger Sub, Inc. and Great Southern Homes, Inc. (the "Merger") up to the maturity date of the Convertible Note (which is March 30, 2028), the Convertible Note may be converted into a number of fully paid and nonassessable Class A common shares determined by dividing (i) the then outstanding obligations under the Convertible Note by (ii) the conversion price described in item 4 below ("Conversion Shares"). The number of Conversion Shares may be adjusted from time to time for anti-dilution purposes as provided in the Convertible Note. ( 4 )The Convertible Note is 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 Merger, 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.

Remarks: Robert Grove, a Principal of Conversant Capital, serves as a member of the Issuer's board of directors. On the basis of the relationships between Mr. Grove and the Reporting Persons, each of the Reporting Persons may be considered a director of the Issuer for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.

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 4(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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