Amendment: SEC Form SC 13D/A filed by United Homes Group Inc

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
			1,193,826(1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			1,193,826(1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,193,826(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) 658,653 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) 11,400,203 outstanding shares of Class A Common Stock on June 12, 2024, as provided under the Form S-3 filed by the Issuer with the Securities and Exchange Commission on June 21, 2024, plus (ii) 658,653 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.

Item 4. Purpose of Transaction.

Item 4 is hereby amended by the addition of the following:

The Reporting Persons have previously disclosed their beneficial ownership of shares of Class A Common Stock arising from the Note issued in favor of Opportunity Master Fund. The Reporting Persons expect to participate in discussions with the Issuer and other persons, including the Issuer’s advisers, which may relate to one or more of the topics described in subparagraphs (a) through (j) of Item 4 of Schedule 13D, including without limitation the acquisition of additional shares of Class A Common Stock or other Issuer equity securities in connection with the potential retirement of the Note, together with terms governing any such additional securities, such as terms regarding holding, registering or disposing of them. There can be no guarantee that any such discussions will result in any plans, proposals or definitive agreement or transaction relating to any of the topics described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.