Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
|
United Homes Group, Inc. (Name of Issuer) |
Class A Common Shares, par value $0.0001 per share (Title of Class of Securities) |
91060H108 (CUSIP Number) |
John M. Bibona Fried, Frank, Harris, Shriver & Jacobson, One New York Plaza New York, NY, 10004 212-859-8539 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
04/15/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on 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).
SCHEDULE 13D
|
| CUSIP No. | 91060H108 |
| 1 |
Name of reporting person
Conversant Opportunity Master Fund LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,493,362.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 91060H108 |
| 1 |
Name of reporting person
Conversant GP Holdings LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citiz
enship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,493,362.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 91060H108 |
| 1 |
Name of reporting person
Conversant Capital LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,493,362.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA, OO |
SCHEDULE 13D
|
| CUSIP No. | 91060H108 |
| 1 |
Name of reporting person
Simanovsky Michael | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,493,362.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Common Shares, par value $0.0001 per share | |
| (b) | Name of Issuer:
United Homes Group, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
25 Deforest Avenue, SUMMIT,
NEW JERSEY
, 07901. | |
Item 1 Comment:
Comment: This Amendment No. 3 ("Amendment No. 3") further amends and supplements the original statement on Schedule 13D filed on February 5, 2024 (the "Original Schedule 13D") by Conversant Opportunity Master Fund LP ("Opportunity Master Fund"), Conversant GP Holdings LLC ("Conversant GP"), Conversant Capital LLC ("Conversant Capital") and Michael J. Simanovsky with respect to the class A common shares, par value $0.0001 (the "Class A Common Stock") of United Homes Group, Inc. (the "Issuer"), as previously amended on August 7, 2024 ("Amendment No. 1") and December 9, 2024 ("Amendment No. 2"). The Original Schedule 13D, as previously amended, remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment No. 3, provided that with respect to any Item amended herein, if such Item is incorporated by reference into any other Item in the Original Schedule 13D, as previously amended, such incorporation by reference is also amended hereby. Capitalized terms used and not defined in this Amendment No. 3 have the meanings set forth in the Original Schedule 13D, as previously amended. For purposes of this Amendment No. 3, the "Reporting Persons" is defined collectively as Opportunity Master Fund, Conversant GP, Conversant Capital and Michael J. Simanovsky. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 is hereby amended by the addition of the following: The disclosure set forth in Item 5(c) of this Amendment No. 3 is incorporated herein by reference. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The information contained in rows 11 and 13 of each of the cover pages hereto is hereby incorporated by reference into this Item 5(a). | |
| (b) | The information contained in rows 7-10 of each of the cover pages hereto is hereby incorporated by reference into this Item 5(b). | |
| (c) | On March 21, 2025, the Reporting Persons sold 100,000 shares of Common Stock in the open market for $3.39 per share. On April 15, 2025, the Reporting Persons sold 162,364 shares of Common Stock in the open market for $2.35 per share. Except as disclosed herein, the Reporting Persons have made no transactions in the shares of Common Stock during the past sixty (60) days. | |
| (d) | Other than as described herein, no persons other than the Reporting Persons have the right to receive or the power to direct the receipt of dividends, or proceeds of sale of such securities outlined in this report. | |
| (e) | Not applicable. | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
|
|
|
|
|
|
|