| 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*
(Street)
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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 ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 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) |
| Class A Common Stock | 535,173 | I | See Footnotes(1)(2) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 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 | ||||
| Convertible Note | 03/30/2024 | 03/30/2028 | Class A Common Stock | (3) | (4) | I | See Footnotes(1)(2) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| 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. |
| /s/ Michael Simanovsky | 04/04/2023 | |
| /s/ Conversant Capital LLC | 04/04/2023 | |
| /s/ Conversant GP Holdings LLC | 04/04/2023 | |
| /s/ Conversant Opportunity Master Fund LP By: Conversant GP Holdings LLC, its general partner | 04/04/2023 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
