*
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The remainder of this cover page shall be filled out for a Reporting Entity’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a prior cover page.
|
1
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NAMES OF REPORTING PERSONS
|
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|
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The Conversant Opportunity Master Fund LP
|
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|||
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||||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
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||
(b)
|
☐
|
||||
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|
||||
3
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SEC USE ONLY
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||
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|||
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4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
|
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|||
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||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
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||
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||||
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|
||||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cayman Islands
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||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
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SHARED VOTING POWER
|
|
|
||
1,191,857(1)
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|||
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||||
9
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SOLE DISPOSITIVE POWER
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0
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|||
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||||
10
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SHARED DISPOSITIVE POWER
|
|
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||
1,191,857(1)
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|||
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||||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
1,191,857(1)
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|
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|||
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|
||||
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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|
☐
|
||
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|
||||
|
|
||||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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9.9%(2)
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|||
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||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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||
PN
|
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|||
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(1)
|
Consists of (i) 535,173 shares of Class A Common Stock and (ii) 656,684 shares of Class A Common Stock issuable upon conversion of the convertible
note held by The Conversant Opportunity Master Fund LP.
|
(2)
|
The percentage reflected is based on the sum of
(i) 11,382,282 outstanding shares of Class A Common Stock as provided under the Information Statement pursuant to Section 14(c) of the Securities Exchange Act of 1934, as amended, filed by the Issuer with the Securities and Exchange Commission on January 29, 2024, plus (ii) 656,684 shares of Class A Common Stock issuable in the aggregate upon conversion of the
convertible note held by The Conversant Opportunity Master Fund LP taking into account the Beneficial Ownership Limitation.
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Conversant GP Holdings LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
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SEC USE ONLY
|
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||
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|||
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|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
|
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|||
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|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
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||
Delaware
|
|
|
|||
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|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
1,191,857(1)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
1,191,857(1)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
1,191,857(1)
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
9.9%(2)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
(1)
|
Consists of (i) 535,173 shares of Class A Common Stock and (ii) 656,684 shares of Class A Common Stock issuable upon conversion of the
convertible note held by The Conversant Opportunity Master Fund LP.
|
(2)
|
The percentage reflected is based on
the sum of (i) 11,382,282 outstanding shares of Class A Common Stock as provided under the Information Statement pursuant to Section 14(c) of the Securities Exchange Act of 1934, as amended, filed by the Issuer with the Securities and Exchange Commission on January 29, 2024, plus (ii) 656,684 shares of Class A Common Stock issuable in the aggregate upon
conversion of the convertible note held by The Conversant Opportunity Master Fund LP taking into account the Beneficial Ownership Limitation.
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Conversant Capital LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
1,191,857(1)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
1,191,857(1)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
1,191,857(1)
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
9.9%(2)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO, IA
|
|
|
|||
|
|
(1)
|
Consists of (i) 535,173 shares of Class A Common Stock and (ii) 656,684 shares of Class A Common Stock issuable upon conversion of the
convertible note held by The Conversant Opportunity Master Fund LP.
|
(2)
|
The percentage reflected is based on
the sum of (i) 11,382,282 outstanding shares of Class A Common Stock as provided under the Information Statement pursuant to Section 14(c) of the Securities Exchange Act of 1934, as amended, filed by the Issuer with the Securities and Exchange Commission on January 29, 2024, plus (ii) 656,684 shares of Class A Common Stock issuable in the aggregate upon
conversion of the convertible note held by The Conversant Opportunity Master Fund LP taking into account the Beneficial Ownership Limitation.
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Michael J. Simanovsky
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
United States
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
1,191,857(1)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
1,191,857(1)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
1,191,857(1)
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
9.9%(2)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IN
|
|
|
|||
|
|
(1)
|
Consists of (i) 535,173 shares of Class A Common Stock and (ii) 656,684 shares of Class A Common Stock issuable upon conversion of the
convertible note held by The Conversant Opportunity Master Fund LP.
|
(2)
|
The percentage reflected is based on
the sum of (i) 11,382,282 outstanding shares of Class A Common Stock as provided under the Information Statement pursuant to Section 14(c) of the Securities Exchange Act of 1934, as amended, filed by the Issuer with the Securities and Exchange Commission on January 29, 2024, plus (ii) 656,684 shares of Class A Common Stock issuable in the
aggregate upon conversion of the convertible note held by The Conversant Opportunity Master Fund LP taking into account the Beneficial Ownership Limitation.
|
1.
|
The Conversant Opportunity Master Fund LP, a Cayman Islands exempted limited partnership (“Opportunity Master Fund”); |
|
|
2.
|
Conversant GP Holdings LLC, a Delaware limited liability company (“Conversant GP”); |
|
|
3.
|
Conversant Capital LLC, a Delaware limited liability company (“Conversant Capital”); and |
|
|
4.
|
Michael J. Simanovsky, an individual. |
|
THE CONVERSANT OPPORTUNITY MASTER FUND LP
|
|
||
|
|
|
||
|
By:
|
Conversant GP Holdings LLC
/s/ Paul Dumaine
|
|
|
|
|
Name:
|
Paul Dumaine
|
|
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
||
|
|
|
||
|
CONVERSANT GP HOLDINGS LLC
|
|
||
|
|
|
||
|
By:
|
/s/ Paul Dumaine
|
|
|
|
|
Name:
|
Paul Dumaine
|
|
|
|
Title:
|
General Counsel and Chief Compliance Officer
|
|
|
|
|
||
|
|
|
||
|
CONVERSANT CAPITAL LLC
|
|
||
|
|
|
||
|
By:
|
/s/ Paul Dumaine
|
|
|
|
|
Name:
|
Paul Dumaine
|
|
|
|
Title:
|
General Counsel and Chief Compliance Officer
|
|
|
|
|
||
|
MICHAEL J. SIMANOVSKY
|
|
||
By:
|
/s/ Paul Dumaine
|
|||
|
Name:
|
Paul Dumaine
|
|
|
|
|
Title:
|
Attorney-in-fact for Michael J. Simanovsky
|
|
|
THE CONVERSANT OPPORTUNITY MASTER FUND LP
|
|
||
|
|
|
||
|
By:
|
Conversant GP Holdings LLC
/s/ Paul Dumaine
|
|
|
|
|
Name:
|
Paul Dumaine
|
|
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
||
|
|
|
||
|
CONVERSANT GP HOLDINGS LLC
|
|
||
|
|
|
||
|
By:
|
/s/ Paul Dumaine
|
|
|
|
|
Name:
|
Paul Dumaine
|
|
|
|
Title:
|
General Counsel and Chief Compliance Officer
|
|
|
|
|
||
|
|
|
||
|
CONVERSANT CAPITAL LLC
|
|
||
|
|
|
||
|
By:
|
/s/ Paul Dumaine
|
|
|
|
|
Name:
|
Paul Dumaine
|
|
|
|
Title:
|
General Counsel and Chief Compliance Officer
|
|
|
|
|
||
|
MICHAEL J. SIMANOVSKY
|
|
||
By:
|
/s/ Paul Dumaine
|
|||
|
Name:
|
Paul Dumaine
|
|
|
|
|
Title:
|
Attorney-in-fact for Michael J. Simanovsky
|
|
ARTICLE I. SUBSCRIPTION FOR AND SALE OF SHARES
|
1 | ||
|
Section 1.1 | Subscription for and Sale of Shares | 1 |
|
Section 1.2 | Closing | 1 |
|
Section 1.3 | Lock-up | 1 |
|
Section 1.4 | Permitted Transferees | 2 |
|
Section 1.5 | Change of Control | 2 |
|
|
|
|
ARTICLE II. REPRESENTATIONS AND WARRANTIES OF THE ISSUER
|
2 | ||
|
Section 2.1 | Organization and Qualification | 2 |
|
Section 2.2 | Authority. | 2 |
|
Section 2.3 | Consents and Requisite Governmental Approvals; No Violations. | 3 |
|
|
|
|
ARTICLE III. REPRESENTATIONS AND WARRANTIES OF THE CONVERSANT INVESTOR
|
3 | ||
|
Section 3.1 |
Authorization
|
3 |
|
Section 3.2 |
Purchase Entirely for Own Account | 3 |
Section 3.3 |
Accredited Investor | 4 | |
ARTICLE IV. BOARD AND COMMITTEE MATTERS
|
4 | ||
Section 4.1 |
Board Matters. | 4 | |
Section 4.2 |
Committees of the Board of Directors | 5 | |
ARTICLE V. CERTAIN AGREEMENTS AMONG THE PARTIES
|
5 | ||
Section 5.1 |
Preemptive Rights | 5 | |
Section 5.2 |
Conversant Investor Consent Rights | 7 | |
Section 5.3 |
Information Rights | 9 | |
Section 5.4 |
No Shorting; No Manipulation | 9 | |
ARTICLE VI. MISCELLANEOUS
|
10 | ||
Section 6.1 | Term and Termination | 10 | |
Section 6.2 | Assignment | 10 | |
Section 6.3 | Successors and Assigns | 10 | |
Section 6.4 | Governing Law | 11 | |
Section 6.5 | Counterparts | 11 | |
Section 6.6 | Titles and Subtitles | 11 | |
Section 6.7 | Notices | 11 | |
Section 6.8 | Amendments and Waivers | 12 | |
Section 6.9 | Severability | 12 | |
Section 6.10 | Delays or Omissions | 12 | |
Section 6.11 | Entire Agreement | 13 | |
Section 6.12 | Further Assurances | 13 | |
Section 6.13 | Jurisdiction and Venue; Waiver of Jury Trial | 13 | |
Section 6.14 | Interpretation | 13 |
|
if to the Issuer or any Issuer Group Entity, to: | ||
|
|
||
|
United Homes Group, Inc
90 N Royal Tower Drive
Irmo, South Carolina 29063
|
||
|
Attention:
|
Tom O’Grady, Chief Administrative Officer
Steve Lenker, Executive Vice President and General Counsel
|
|
|
Email: |
tomogrady@greatsouthernhomes.com
stevelenker@greatsouthernhomes.com
|
|
|
|
||
|
with a copy (which shall not constitute notice) to: |
Nelson Mullins Riley & Scarborough LLP
101 Constitution Avenue NW, Suite 900
Washington, DC 20001
|
|||
|
|
Attention: |
Andy Tucker
Erin Reeves McGinnis
|
|
Email: |
andy.tucker@nelsonmullins.com
erin.reevesmcginnis@nelsonmullins.com
|
|
|
|
||
|
if to the Conversant Investor, to: | ||
c/o Conversant Capital LLC
25 Deforest Avenue
Summit, New Jersey 07901
|
|||
Attention: |
Keith O’Connor
|
||
Email: |
ko@conversantcap.com
|
||
with a copy (which shall not constitute notice) to:
|
|||
Fried, Frank, Harris, Shriver & Jacobson LLP
One New York Plaza
New York, New York 10004-1980
|
|||
|
Attention:
Email:
|
John M. Bibona
john.bibona@friedfrank.com
|
ISSUER:
|
||
UNITED HOMES GROUP, INC.
|
||
By:
|
||
Name:
|
||
Title:
|
||
CONVERSANT INVESTOR:
|
||
CONVERSANT OPPORTUNITY MASTER FUND LP
By: CONVERSANT GP HOLDINGS LLC
Its: General Partner
|
||
By:
|
||
Name:
|
||
Title:
|