Statement of Changes in Beneficial Ownership (4)
June 08 2022 - 6:13PM
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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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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McCathron Richard |
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)
__X__ Director _____ 10% Owner __X__ Officer (give title below) __X__ Other (specify below) Chief Executive Officer
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President |
(Last)
(First)
(Middle)
C/O HIPPO HOLDINGS INC., 150 FOREST AVENUE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
6/6/2022 |
(Street)
PALO ALTO, CA 94301
(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)
_X
_ Form filed by One Reporting Person
___ 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 | 6/6/2022 | | A | | 1150000 (1) | A | $0 | 4910708 (3) | D | |
Common Stock | 6/6/2022 | | A | | 461496 (2) | A | $0 | 5372204 (4) | D | |
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 |
Stock Option (Right to Buy) | $1.36 | 6/6/2022 | | A | | 1861323 | | (5) | 6/5/2032 | Common Stock | 1861323 | $0.00 | 1861323 | D | |
Explanation of Responses: |
(1) | Commencing on May 15, 2022, the RSU shares shall vest over 4 years contingent on the satisfaction of both a 1-year service-based requirement and performance-based requirements divided into three separate tranches of performance goals based on the company's stock price, revenue, and adjusted gross profit. |
(2) | 1/16th of the RSU shares shall vest on each quarterly anniversary of May 15, 2022 over 4 years. |
(3) | Includes 2,076,190 restricted stock units. |
(4) | Includes 2,537,686 restricted stock units. |
(5) | 1/16th of the shares underlying the option shall vest on each quarterly anniversary of May 15, 2022 over 4 years. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
McCathron Richard C/O HIPPO HOLDINGS INC. 150 FOREST AVENUE PALO ALTO, CA 94301 | X |
| Chief Executive Officer | President |
Signatures
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/s/ Stewart Ellis, as Attorney-in-Fact for Richard McCathron | | 6/8/2022 |
**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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