HIPO Hippo Holdings Inc

CUSIP No. 433539103

¹ All percentages calculated in this Schedule 13G are based on 559,731,226 shares of common stock outstanding as of August 2, 2021 as reported in the Issuer’s Form 8-K filed with the Securities and Exchange Commission on August 5, 2021. 

CUSIP No. 433539103

² All percentages calculated in this Schedule 13G are based on 559,731,226 shares of common stock outstanding as of August 2, 2021 as reported in the Issuer’s Form 8-K filed with the Securities and Exchange Commission on August 5, 2021.

CUSIP No. 433539103

³ All percentages calculated in this Schedule 13G are based on 559,731,226 shares of common stock outstanding as of August 2, 2021 as reported in the Issuer’s Form 8-K filed with the Securities and Exchange Commission on August 5, 2021.

CUSIP No. 433539103

⁴ Excludes shares of common stock that are held directly by Fifth Wall Ventures SPV IV, L.P. and Fifth Wall Ventures SPV XVII, L.P.

⁵ All percentages calculated in this Schedule 13G are based on 559,731,226 shares of common stock outstanding as of August 2, 2021 as reported in the Issuer’s Form 8-K filed with the Securities and Exchange Commission on August 5, 2021.

CUSIP No. 433539103

⁶ Effective as of October 23, 2018, Fifth Wall Ventures SPV IV, L.P. granted LEN FW Investor, LLC an irrevocable voting proxy (the “Proxy”) in respect of all shares held by Fifth Wall Ventures SPV IV, L.P. The 51,447,246 shares held directly by Fifth Wall Ventures SPV IV L.P. are subject to the Proxy.

⁷ Excludes shares of common stock that are held directly by Fifth Wall Ventures, L.P. and Fifth Wall Ventures SPV XVII, L.P.

⁸ All percentages calculated in this Schedule 13G are based on 559,731,226 shares of common stock outstanding as of August 2, 2021 as reported in the Issuer’s Form 8-K filed with the Securities and Exchange Commission on August 5, 2021.

CUSIP No. 433539103

⁹ Excludes shares of common stock that are held directly by Fifth Wall Ventures, L.P. and Fifth Wall Ventures SPV IV, L.P.

¹⁰ All percentages calculated in this Schedule 13G are based on 559,731,226 shares of common stock outstanding as of August 2, 2021 as reported in the Issuer’s Form 8-K filed with the Securities and Exchange Commission on August 5, 2021.

CUSIP No. 433539103

Item 1.

(a)        Name of Issuer:

Hippo Holdings, Inc. (the “Issuer”)

(b)        Address of Issuer’s Principal Executive Offices:

150 Forest Avenue

Palo Alto, California 94301

(650) 294-8463

Item 2.

(a)        Name of Person Filing:

Fifth Wall Ventures Management GP, LLC

Fifth Wall Ventures Management, L.P.

Fifth Wall Ventures GP, LLC

Fifth Wall Ventures, L.P.

Fifth Wall Ventures SPV IV, L.P.

Fifth Wall Ventures SPV XVII, L.P.

Fifth Wall Ventures Management GP, LLC, Fifth Wall Ventures Management, L.P., Fifth Wall Ventures GP, LLC, Fifth Wall Ventures, L.P., Fifth Wall Ventures SPV IV, L.P. and Fifth Wall Ventures SPV XVII, L.P. have entered into a Joint Filing Agreement, dated August 12, 2021, a copy of which is filed with this Schedule 13G as Exhibit 99.1, pursuant to which such reporting persons have agreed to file this statement jointly in accordance with the provisions of Section 13d-1(k)(1) under the Securities Exchange Act of 1934.

(b)         Address of Principal Business Office or, if none, Residence

Fifth Wall Ventures Management GP, LLC

6060 Center Drive, 10^th Floor

Los Angeles, CA 90045

Place of organization: Delaware

Fifth Wall Ventures Management, L.P.

6060 Center Drive, 10^th Floor

Los Angeles, CA 90045

Place of organization: Delaware

Fifth Wall Ventures GP, LLC

6060 Center Drive, 10^th Floor

Los Angeles, CA 90045

Place of organization: Delaware

Fifth Wall Ventures, L.P.

6060 Center Drive, 10^th Floor

Los Angeles, CA 90045

Place of organization: Delaware

Fifth Wall Ventures SPV IV, L.P.

6060 Center Drive, 10^th Floor

Los Angeles, CA 90045

Place of organization: Delaware

Fifth Wall Ventures SPV XVII, L.P.

6060 Center Drive, 10^th Floor

Los Angeles, CA 90045

Place of organization: Delaware

(c)        Citizenship:

See Item 2(b) above.

(d)        Title of Class of Securities:

Common Stock, par value $0.0001 per share

(e)        CUSIP Number:

433539103

(a) ¨ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b) ¨ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c) ¨ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d) ¨ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);

(e) ¨ An investment adviser in accordance with §240.13d-1(b) (1)(ii)(E);

(f) ¨ An employee benefit plan or endowment fund in accordance with §240.13d-1(b) (1)(ii)(F);

(g) ¨ A parent holding company or control person in accordance with §240.13d-1(b) (1)(ii)(G);

(h) ¨ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i) ¨ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j) ¨ A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);

(k) ¨ Group, in accordance with § 240.13d-1(b)(1)(ii)(K).

Not Applicable.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)          Amount beneficially owned:

See the responses to Item 9 on the attached cover pages.

The 74,168,521 shares of common stock beneficially owned by Fifth Wall Ventures GP, LLC, Fifth Wall Ventures Management, L.P. and Fifth Wall Ventures Management GP, LLC represents (i) 22,262,672 shares held by Fifth Wall Ventures, L.P., (ii) 51,447,246 shares held by Fifth Wall Ventures SPV IV, L.P.* and (iii) 458,603 shares held by Fifth Wall Ventures SPV XVII, L.P.

Fifth Wall Ventures GP, LLC is the general partner of Fifth Wall Ventures SPV XVII, L.P., Fifth Wall Ventures SPV IV, L.P. and Fifth Wall Ventures, L.P., each a Delaware limited partnership (the “Subsidiary Funds”). Fifth Wall Ventures Management, L.P. serves as the sole manager of Fifth Wall Ventures GP, LLC. Fifth Wall Ventures Management GP, LLC is the general partner of Fifth Wall Ventures Management, L.P. Each of Fifth Wall Ventures GP, LLC, Fifth Wall Ventures Management, L.P. and Fifth Wall Ventures Management GP, LLC expressly disclaims beneficial ownership of the shares held by each Subsidiary Fund. Each Subsidiary Fund expressly disclaims ownership of any shares held by any other Subsidiary Fund.

Investment and voting decisions with respect to interests held by Fifth Wall Ventures Management GP, LLC are made by its members Brendan Wallace, Andriy Mykhaylovskyy and Brad Greiwe (the “Members”). Each of the Members expressly disclaims beneficial ownership of the shares held by the Subsidiary Funds.

(b)          Percent of class:

See Item 11 of the attached cover pages. The percentages reported in Item 11 of the attached cover pages are based upon an aggregate of 559,731,226 shares of common stock outstanding as of August 2, 2021 as reported in the Issuer’s Form 8-K filed with the Securities and Exchange Commission on August 5, 2021.

(c)          Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote:

See the responses to Item 5 on the attached cover pages.

* Effective as of October 23, 2018, Fifth Wall Ventures SPV IV, L.P. granted LEN FW Investor, LLC an irrevocable voting proxy (the “Proxy”) in respect of all shares held by Fifth Wall Ventures SPV IV, L.P. The 51,447,246 shares held directly by Fifth Wall Ventures SPV IV L.P. are subject to the Proxy.

(ii) Shared power to vote or to direct the vote:

See the responses to Item 6 on the attached cover pages.

(iii) Sole power to dispose or to direct the disposition:

See the responses to Item 7 on the attached cover pages.

(iv) Shared power to dispose or to direct the disposition:

See the responses to Item 8 on the attached cover pages.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨:

Not Applicable.

Not Applicable.

Not Applicable.

Not Applicable.

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.

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