Statement of Ownership (sc 13g)
August 12 2021 - 6:07AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)
(Amendment No. ___________)*
Hippo Holdings Inc.
(Name of Issuer)
Common Stock, par value $0.0001
(Title of Class
of Securities)
433539103
(CUSIP Number)
August 2, 2021
(Date of Event
Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
¨ Rule
13d-1(b)
x Rule
13d-1(c)
¨ Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting
person’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.
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).
(Continued on following pages)
Page
1 of 15
Exhibit Index on Page 13
|
CUSIP # 433539103
|
Page 2 of 15
|
|
1
|
NAME
OF REPORTING PERSONS RPM Ventures III, L.P.
(“RPM III”)
|
|
2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨ (b) x
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
|
5
|
SOLE
VOTING POWER
26,369,295
shares, which are held for itself and as nominee for RPM Ventures III-A, L.P. (“RPM
III-A”), except that RPM Ventures III (GP), L.L.C. (“RPM III GP”), the
general partner of RPM III, may be deemed to have sole power to vote these shares, and Adam
Boyden (“Boyden”), Anthony Grover (“Grover”) and Marc Weiser (“Weiser”),
the managing members of RPM III GP, may be deemed to have shared power to vote these shares.
|
|
6
|
SHARED
VOTING POWER
See response
to row 5.
|
|
7
|
SOLE
DISPOSITIVE POWER
26,369,295
shares, which are held for itself and as nominee for RPM III-A, except that RPM III GP, the
general partner of RPM III, may be deemed to have sole power to dispose of these shares,
and Boyden, Grover and Weiser, the managing members of RPM III GP, may be deemed to have
shared power to dispose of these shares.
|
|
8
|
SHARED
DISPOSITIVE POWER
See response
to row 7.
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
|
26,369,295
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
4.7%
|
|
12
|
TYPE OF REPORTING PERSON
|
PN
|
|
CUSIP # 433539103
|
Page 3 of 15
|
|
1
|
NAME
OF REPORTING PERSONS RPM Ventures III (GP),
L.L.C. (“RPM III GP”)
|
|
2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨ (b) x
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
|
5
|
SOLE
VOTING POWER
26,369,295 shares, all of which are directly owned by RPM III for itself
and as nominee for RPM III-A. RPM III GP, the general partner of RPM III, may be deemed to have sole power to vote these shares, and Boyden,
Grover and Weiser, the managing members of RPM III GP, may be deemed to have shared power to vote these shares.
|
|
6
|
SHARED
VOTING POWER
See response
to row 5.
|
|
7
|
SOLE
DISPOSITIVE POWER
26,369,295 shares, all of which are directly owned by RPM III for itself
and as nominee for RPM III-A. RPM III GP, the general partner of RPM III, may be deemed to have sole power to vote these shares, and Boyden,
Grover and Weiser, the managing members of RPM III GP, may be deemed to have shared power to dispose of these shares.
|
|
8
|
SHARED
DISPOSITIVE POWER
See response
to row 7.
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
|
26,369,295
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
4.7%
|
|
12
|
TYPE OF REPORTING PERSON
|
OO
|
|
CUSIP # 433539103
|
Page 4 of 15
|
|
1
|
NAME
OF REPORTING PERSONS BGW Ventures II, LP (“BGW
II”)
|
|
2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨ (b) x
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
|
5
|
SOLE
VOTING POWER
4,275,687 shares, except that BGW Ventures II (GP), LLC (“BGW
II GP”), the general partner of BGW II, may be deemed to have sole power to vote these shares, and Boyden, Grover and Weiser, the
managing members of BGW II GP, may be deemed to have shared power to vote these shares.
|
|
6
|
SHARED
VOTING POWER
See response
to row 5.
|
|
7
|
SOLE
DISPOSITIVE POWER
4,275,687 shares, except that BGW II GP, the general partner of BGW
II, may be deemed to have sole power to dispose of these shares, and Boyden, Grover and Weiser, the managing members of BGW II GP, may
be deemed to have shared power to dispose of these shares.
|
|
8
|
SHARED
DISPOSITIVE POWER
See response
to row 7.
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
|
4,275,687
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9)
|
0.8%
|
|
12
|
TYPE OF REPORTING PERSON
|
PN
|
|
CUSIP # 433539103
|
Page 5 of 15
|
|
1
|
NAME OF REPORTING PERSONS BGW Ventures II (GP),
LLC (“BGW II GP”)
|
|
2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨ (b) x
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
|
5
|
SOLE
VOTING POWER
4,275,687 shares, all of which are directly owned by BGW II. BGW II
GP, the general partner of BGW II, may be deemed to have sole power to vote these shares, and Boyden, Grover and Weiser, the managing
members of BGW II GP, may be deemed to have shared power to vote these shares.
|
|
6
|
SHARED
VOTING POWER
See response
to row 5.
|
|
7
|
SOLE
DISPOSITIVE POWER
4,275,687 shares, all of which are directly owned by BGW II. BGW II
GP, the general partner of BGW II, may be deemed to have sole power to dispose of these shares, and Boyden, Grover and Weiser, the managing
members of BGW II GP, may be deemed to have shared power to dispose of these shares.
|
|
8
|
SHARED
DISPOSITIVE POWER
See response
to row 7.
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
|
4,275,687
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9)
|
0.8%
|
|
12
|
TYPE OF REPORTING PERSON
|
OO
|
|
CUSIP # 433539103
|
Page 6 of 15
|
|
1
|
NAMES
OF REPORTING PERSONS Adam Boyden (“Boyden”)
|
|
2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨ (b) x
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
Kingdom
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
|
5
|
SOLE
VOTING POWER
See response
to row 6.
|
|
6
|
SHARED
VOTING POWER
30,644,982 shares, of which 26,369,295 are directly owned by RPM III
for itself and as nominee for RPM III-A and 4,275,687 are directly owned by BGW II. Boyden is a managing member of RPM III GP, which is
the general partner of RPM III, and a managing member of BGW II GP, which is the general partner of BGW II. Boyden may be deemed to have
shared power to vote these shares.
|
|
7
|
SOLE
DISPOSITIVE POWER
See response
to row 8.
|
|
8
|
SHARED
DISPOSITIVE POWER
30,644,982 shares, of which 26,369,295 are directly owned by RPM III
for itself and as nominee for RPM III-A and 4,275,687 are directly owned by BGW II. Boyden is a managing member of RPM III GP, which is
the general partner of RPM III, and a managing member of BGW II GP, which is the general partner of BGW II. Boyden may be deemed to have
shared power to dispose of these shares.
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
|
30,644,982
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9)
|
5.5%
|
|
12
|
TYPE OF REPORTING PERSON
|
IN
|
|
CUSIP # 433539103
|
Page 7 of 15
|
|
1
|
NAMES
OF REPORTING PERSONS Anthony Grover (“Grover”)
|
|
2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨ (b) x
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
|
5
|
SOLE
VOTING POWER
See response
to row 6.
|
|
6
|
SHARED
VOTING POWER
30,644,982 shares, of which 26,369,295 are directly owned by RPM III
for itself and as nominee for RPM III-A and 4,275,687 are directly owned by BGW II. Grover is a managing member of RPM III GP, which is
the general partner of RPM III, and a managing member of BGW II GP, which is the general partner of BGW II. Grover may be deemed to have
shared power to vote these shares.
|
|
7
|
SOLE
DISPOSITIVE POWER
See response
to row 8.
|
|
8
|
SHARED
DISPOSITIVE POWER
30,644,982 shares, of which 26,369,295 are directly owned by RPM III
for itself and as nominee for RPM III-A and 4,275,687 are directly owned by BGW II. Grover is a managing member of RPM III GP, which is
the general partner of RPM III, and a managing member of BGW II GP, which is the general partner of BGW II. Grover may be deemed to have
shared power to dispose of these shares.
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
|
30,644,982
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9)
|
5.5%
|
|
12
|
TYPE OF REPORTING PERSON
|
IN
|
|
CUSIP # 433539103
|
Page 8 of 15
|
|
1
|
NAME
OF REPORTING PERSONS Marc Weiser (“Weiser”)
|
|
2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨ (b) x
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
|
5
|
SOLE
VOTING POWER
See response
to row 6.
|
|
6
|
SHARED
VOTING POWER
30,644,982 shares, of which 26,369,295 are directly owned by RPM III
for itself and as nominee for RPM III-A and 4,275,687 are directly owned by BGW II. Weiser is a managing member of RPM III GP, which is
the general partner of RPM III, and a managing member of BGW II GP, which is the general partner of BGW II. Weiser may be deemed to have
shared power to vote these shares.
|
|
7
|
SOLE
DISPOSITIVE POWER
See response
to row 8.
|
|
8
|
SHARED
DISPOSITIVE POWER
30,644,982 shares, of which 26,369,295 are directly owned by RPM III
for itself and as nominee for RPM III-A and 4,275,687 are directly owned by BGW II. Weiser is a managing member of RPM III GP, which is
the general partner of RPM III, and a managing member of BGW II GP, which is the general partner of BGW II. Weiser may be deemed to have
shared power to dispose of these shares.
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
|
30,644,982
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9)
|
5.5%
|
|
12
|
TYPE OF REPORTING PERSON
|
IN
|
|
CUSIP # 433539103
|
Page 9 of 15
|
|
ITEM 1(A).
|
NAME OF ISSUER
|
|
|
|
|
|
Hippo Holdings Inc. (the “Issuer”)
|
|
ITEM 1(B).
|
ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES
|
|
|
|
|
|
150 Forest Avenue
|
|
|
Palo Alto, CA 94301
|
|
ITEM 2(A).
|
NAME OF PERSONS FILING
|
|
|
|
|
|
This Schedule is filed by RPM Ventures III, L.P., a Delaware limited partnership (“RPM
III”), RPM Ventures III (GP), L.L.C., a Delaware limited liability company (“RPM III GP”), BGW Ventures
II, LP, a Delaware limited partnership (“BGW II”), BGW Ventures II (GP), LLC, a Delaware limited liability
company (“BGW II GP”), Adam Boyden (“Boyden”), Anthony Grover (“Grover”) and Marc
Weiser (“Weiser”). The foregoing entities and individuals are collectively referred to as the “Reporting
Persons.”
|
|
ITEM 2(B).
|
ADDRESS OF PRINCIPAL OFFICE
|
The address for each of the Reporting Persons is:
c/o RPM Ventures
320 N. Main Street, Suite 400
Ann Arbor, Michigan 48104
|
ITEM 2(C).
|
CITIZENSHIP
|
|
|
|
|
|
See Row 4 of cover page for each Reporting Person.
|
|
ITEM 2(D).
|
TITLE OF CLASS OF SECURITIES
Common Stock, par value $0.0001
|
|
ITEM 2(E)
|
CUSIP NUMBER
|
|
|
|
|
|
433539103
|
|
ITEM 3.
|
If this statement is filed pursuant to Rule 13d-1(b),
or 13d-2(b) or (c), check whether the person filing is a:
|
|
|
|
|
|
Not applicable.
|
|
ITEM 4.
|
OWNERSHIP
|
|
|
|
|
|
The following information with respect to the ownership of the Common Stock of the Issuer by the persons filing this
Statement is provided as of August 2, 2021:
|
|
CUSIP # 433539103
|
Page 10 of 15
|
|
|
(a)
|
Amount beneficially owned:
See Row 9 of cover page for each Reporting Person.
|
|
|
(b)
|
Percent of Class:
See Row 11 of cover page for each Reporting Person.
|
|
|
(c)
|
Number of shares as to which such person has:
|
|
|
(i)
|
Sole power to vote or to direct the vote:
See Row 5 of cover page for each Reporting Person.
|
|
|
(ii)
|
Shared power to vote or to direct the vote:
|
|
|
|
See Row 6 of cover page for each Reporting Person.
|
|
|
(iii)
|
Sole power to dispose or to direct the disposition of:
|
|
|
|
See Row 7 of cover page for each Reporting Person.
|
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of:
See Row 8 of cover page for each Reporting Person.
|
|
ITEM 5.
|
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Not applicable.
|
|
ITEM 6.
|
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Under certain circumstances set forth in the limited partnership agreements of RPM III, RPM III-A
and BGW II and the limited liability company agreements of RPM III GP and BGW II GP the partners or
members, as the case may be, of each of such entities may be deemed to have the right to receive dividends
from, or the proceeds from the sale of, shares of the Issuer directly or indirectly owned by each
such entity of which they are a partner or member.
|
|
ITEM 7.
|
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED
ON BY THE PARENT HOLDING COMPANY
Not applicable.
|
|
ITEM 8.
|
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not applicable
|
|
ITEM 9.
|
NOTICE OF DISSOLUTION OF GROUP.
Not applicable
|
|
CUSIP # 433539103
|
Page 11 of 15
|
|
ITEM 10.
|
CERTIFICATION.
By signing below, I certify that, to the best of my knowledge and belief, the securities referred
to above were not acquired and are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose or effect, other than
activities solely in connection with a nomination under § 240.14a-11.
|
|
CUSIP # 433539103
|
Page 12 of 15
|
SIGNATURES
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.
Date: August 12, 2021
|
|
|
|
|
RPM Ventures III, L.P.
|
|
|
|
|
|
By:
|
RPM Ventures III (GP), L.L.C.
|
|
|
Its:
|
General Partner
|
|
|
|
|
|
By:
|
/s/ Anthony Grover
|
|
|
Name:
|
Anthony Grover
|
|
|
Title:
|
Managing Member
|
|
|
|
|
|
RPM Ventures III (GP), L.L.C.
|
|
|
|
|
|
By:
|
/s/ Anthony Grover
|
|
|
Name:
|
Anthony Grover
|
|
|
Title:
|
Managing Member
|
|
|
|
|
|
BGW Ventures II, LP
|
|
|
|
|
|
By:
|
BGW Ventures II (GP), LLC
|
|
|
Its:
|
General Partner
|
|
|
|
|
|
By:
|
/s/ Anthony Grover
|
|
|
Name:
|
Anthony Grover
|
|
|
Title:
|
Managing Member
|
|
|
|
|
|
BGW Ventures II (GP), LLC
|
|
|
|
|
|
By:
|
/s/ Anthony Grover
|
|
|
Name:
|
Anthony Grover
|
|
|
Title:
|
Managing Member
|
|
|
|
|
|
Adam Boyden
|
|
|
|
|
|
By:
|
/s/ Adam Boyden
|
|
|
Name:
|
Adam Boyden
|
|
|
|
|
|
Anthony Grover
|
|
|
|
|
|
By:
|
/s/ Anthony Grover
|
|
|
Name:
|
Anthony Grover
|
|
|
|
|
|
Marc Weiser
|
|
|
|
|
|
By:
|
/s/
Marc Weiser
|
|
|
Name:
|
Marc Weiser
|
|
CUSIP # 433539103
|
Page 13 of 15
|
EXHIBIT INDEX
|
|
|
Found
on Sequentially
|
|
Exhibit
|
|
Numbered
Page
|
|
|
|
|
|
Exhibit A: Agreement of Joint Filing
|
|
14
|
|
CUSIP # 433539103
|
Page 14 of 15
|
exhibit A
Agreement of Joint Filing
The undersigned hereby agree
that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of the Issuer shall be filed on behalf of each of
the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G.
Date: August 12, 2021
|
|
RPM Ventures III, L.P.
|
|
|
|
|
|
By:
|
RPM Ventures III (GP), L.L.C.
|
|
|
Its:
|
General Partner
|
|
|
|
|
|
By:
|
/s/ Anthony Grover
|
|
|
Name:
|
Anthony Grover
|
|
|
Title:
|
Managing Member
|
|
|
|
|
|
RPM Ventures III (GP), L.L.C.
|
|
|
|
|
|
By:
|
/s/ Anthony Grover
|
|
|
Name:
|
Anthony Grover
|
|
|
Title:
|
Managing Member
|
|
|
|
|
|
BGW Ventures II, LP
|
|
|
|
|
|
By:
|
BGW Ventures II (GP), LLC
|
|
|
Its:
|
General Partner
|
|
|
|
|
|
By:
|
/s/ Anthony Grover
|
|
|
Name:
|
Anthony Grover
|
|
|
Title:
|
Managing Member
|
|
|
|
|
|
BGW Ventures II (GP), LLC
|
|
|
|
|
|
By:
|
/s/ Anthony Grover
|
|
|
Name:
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Anthony Grover
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Title:
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Managing Member
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Adam Boyden
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By:
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/s/ Adam Boyden
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Name:
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Adam Boyden
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Anthony Grover
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By:
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/s/ Anthony Grover
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Name:
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Anthony Grover
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CUSIP # 433539103
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Page 15 of 15
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Marc Weiser
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By:
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/s/
Marc Weiser
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Name:
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Marc Weiser
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Hippo (NYSE:HIPO)
Historical Stock Chart
From Mar 2024 to Apr 2024
Hippo (NYSE:HIPO)
Historical Stock Chart
From Apr 2023 to Apr 2024
