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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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SCHEDULE 13D/A 0000895345-24-000026 0001850901 XXXXXXXX LIVE 5 Class A Common Shares, par value $0.0001 per share 05/08/2025 false 0001830188 91060H108 United Homes Group, Inc. 25 Deforest Avenue SUMMIT NJ 07901 John M. Bibona 212-859-8539 Fried, Frank, Harris, Shriver & Jacobson One New York Plaza New York NY 10004 0001970309 Conversant Opportunity Master Fund LP OO E9 0 0 0 0 0 N 0 PN 0001850910 Conversant GP Holdings LLC OO DE 0 0 0 0 0 N 0 OO 0001850901 Conversant Capital LLC OO DE 0 0 0 0 0 N 0 IA OO 0001596522 Simanovsky Michael OO X1 0 0 0 0 0 N 0 IN Class A Common Shares, par value $0.0001 per share United Homes Group, Inc. 25 Deforest Avenue SUMMIT NJ 07901 This Amendment No. 5 ("Amendment No. 5") 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"), December 9, 2024 ("Amendment No. 2"), April 17, 2025 ("Amendment No. 3") and April 28, 2025 ("Amendment No. 4"). 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Original Schedule 13D, as previously amended, remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment No. 5, provided that with respect to any Item amended herein, if such Item is incorporated by reference into any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. 5 have the meanings set forth in the Original Schedule 13D, as previously amended. For purposes of this Amendment No. 5, the "Reporting Persons" is defined collectively as Opportunity Master Fund, Conversant GP, Conversant Capital and Michael J. Simanovsky. Item 3 is hereby amended by the addition of the following: The disclosure set forth in Item 5(c) of this Amendment No. 5 is incorporated herein by reference. 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). The information contained in rows 7-10 of each of the cover pages hereto is hereby incorporated by reference into this Item 5(b). On May 8, 2025, the Reporting Persons sold 1,220,553 shares of Common Stock on the open market for $1.6502 per share in cash. Except as disclosed herein, the Reporting Persons have made no transactions in the shares of Common Stock since the date of Amendment No. 4. 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. The Reporting Persons ceased to be beneficial owners of more than 5% of the outstanding shares of Common Stock on May 8, 2025. Conversant Opportunity Master Fund LP /s/ Paul Dumaine By: Conversant GP Holdings LLC, its general partner, Paul Dumaine, General Counsel and Chief Compliance Officer 05/09/2025 Conversant GP Holdings LLC /s/ Paul Dumaine Paul Dumaine, General Counsel and Chief Compliance Officer 05/09/2025 Conversant Capital LLC /s/ Paul Dumaine Paul Dumaine, General Counsel and Chief Compliance Officer 05/09/2025 Simanovsky Michael /s/ Paul Dumaine Paul Dumaine, Attorney-in-fact for Michael J. Simanovsky 05/09/2025