Michael Simanovsky - 11 Dec 2024 Form 4 Insider Report for United Homes Group, Inc. (UHG)

Footnote F1

On December 11, 2024, Conversant Opportunity Master Fund LP, a Cayman Islands exempted limited partnership ("Opportunity Master Fund"), surrendered to United Homes Group, Inc. (the "Issuer") $35,000,000 in principal amount of an Issuer convertible note (the "Convertible Note"), in exchange for $30,696,917.81 in cash and 4,466,827 Issuer Class A common shares ("Common Stock"), in satisfaction of the aggregate principal thereunder, together with accrued and unpaid interest thereon, as well as the make-whole obligations arising thereunder.

Footnote F2

These securities were owned directly by Opportunity Master Fund as nominee for its majority-owned subsidiary Conversant Opportunity Master Fund Sub LLC ("Sub Fund"). This Form 4 is being filed jointly by (i) Michael Simanovsky, a United States citizen, (ii) Conversant Capital LLC, a Delaware limited liability company ("Conversant Capital"), (iii) Conversant GP Holdings LLC, a Delaware limited liability company ("Conversant GP), and (iv) Opportunity Master Fund (collectively the filing persons are the "Reporting Persons"). Conversant GP is the general partner of Opportunity Master Fund and the managing member of Sub Fund, and Conversant Capital is the investment manager to Opportunity Master Fund. Michael J. Simanovsky is the managing member of Conversant Capital and Conversant GP.

Footnote F3

By virtue of the relationships described in footnote 2, each of Mr. Simanovsky, Conversant Capital and Conversant GP may be deemed a beneficial owner of the securities held by Opportunity Master Fund as nominee for Sub Fund. Mr. Simanovsky, Conversant Capital, and Conversant GP each disclaims beneficial ownership of the securities held by Opportunity Master Fund as nominee for Sub Fund except to the extent of his or its pecuniary interest therein.

Footnote F4

The Convertible Note was 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 of the merger between Hestia Merger Sub, Inc. and Great Southern Homes, Inc (the first anniversary being March 30, 2024), 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.

Footnote F5

These securities were owned directly 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, each of 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.