Statement of Changes in Beneficial Ownership (4)
April 12 2022 - 12:44PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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Fifth Wall Ventures Management GP, LLC |
2. Issuer Name and Ticker or Trading Symbol
Hippo Holdings Inc.
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HIPO
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
6060 CENTER DRIVE, 10TH FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
4/8/2022 |
(Street)
LOS ANGELES, CA 90045
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 4/8/2022 | | J(1) | | 25472672 | D | $0.00 | 25974574 | I | By Affiliate (2)(3) |
Common Stock | 4/8/2022 | | J(1) | | 3345998 | A | $0.00 | 25608670 | I | By Affiliate (2)(4) |
Common Stock | 4/8/2022 | | J(5) | | 229301 | D | $0.00 | 229302 | I | By Affiliate (2)(6) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
(1) | On April 8, 2022, Fifth Wall Ventures SPV IV, L.P. distributed, for no consideration, 3,345,998 shares of Common Stock to Fifth Wall Ventures, L.P. and 22,126,674 shares of Common Stock to LEN FW Investor, LLC. |
(2) | 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. |
(3) | Represents securities held by Fifth Wall Ventures SPV IV, L.P. 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 25,974,574 shares held directly by Fifth Wall Ventures SPV IV L.P. are subject to the Proxy. |
(4) | Represents securities held by Fifth Wall Ventures, L.P. |
(5) | On April 8, 2022, Fifth Wall Ventures SPV XVII, L.P. distributed, for no consideration, 229,301 shares of Common Stock to American Investment Holdings LLC. |
(6) | Represents securities held by Fifth Wall Ventures SPV XVII, L.P. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Fifth Wall Ventures Management GP, LLC 6060 CENTER DRIVE, 10TH FLOOR LOS ANGELES, CA 90045 |
| X |
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Fifth Wall Ventures Management, L.P. 6060 CENTER DRIVE, 10TH FLOOR LOS ANGELES, CA 90045 |
| X |
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Fifth Wall Ventures GP, LLC 6060 CENTER DRIVE, 10TH FLOOR LOS ANGELES, CA 90045 |
| X |
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Fifth Wall Ventures, L.P. 6060 CENTER DRIVE, 10TH FLOOR LOS ANGELES, CA 90045 |
| X |
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Fifth Wall Ventures SPV IV, L.P. 6060 CENTER DRIVE, 10TH FLOOR LOS ANGELES, CA 90045 |
| X |
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Fifth Wall Ventures SPV XVII, L.P. 6060 CENTER DRIVE, 10TH FLOOR LOS ANGELES, CA 90045 |
| X |
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Signatures
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FIFTH WALL VENTURES MANAGEMENT GP, LLC; By: /s/ Andriy Mykhaylovskyy, Vice President | | 4/12/2022 |
**Signature of Reporting Person | Date |
FIFTH WALL VENTURES MANAGEMENT, L.P.; By: Fifth Wall Ventures Management GP, LLC, its general partner; By: /s/ Andriy Mykhaylovskyy, Vice President | | 4/12/2022 |
**Signature of Reporting Person | Date |
FIFTH WALL VENTURES GP, LLC; By: /s/ Andriy Mykhaylovskyy, Vice President | | 4/12/2022 |
**Signature of Reporting Person | Date |
FIFTH WALL VENTURES, L.P.; By: Fifth Wall Ventures GP, LLC, its general partner; By: /s/ Andriy Mykhaylovskyy, Vice President | | 4/12/2022 |
**Signature of Reporting Person | Date |
FIFTH WALL VENTURES SPV IV, L.P.; By: Fifth Wall Ventures GP, LLC, its general partner; By: /s/ Andriy Mykhaylovskyy, Vice President | | 4/12/2022 |
**Signature of Reporting Person | Date |
FIFTH WALL VENTURES SPV XVII, L.P.; By: Fifth Wall Ventures GP, LLC, its general partner; By: /s/ Andriy Mykhaylovskyy, Vice President | | 4/12/2022 |
**Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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