Statement of Ownership (sc 13g)
October 18 2017 - 6:03AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 RULE
13d-2(b)
Heritage Insurance Holdings, Inc.
(Name of Issuer)
Common
Stock, par value $0.0001 per share
(Title of Class of Securities)
42727J102
(CUSIP Number)
October 4, 2017
(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)
☐ Rule
13d-1(c)
☐ Rule
13d-1(d)
1
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1
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NAME OF
REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Twelve Capital AG
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Switzerland
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
1,461,083
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
1,461,083
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,461,083
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES*
☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
5.0% **
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12
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TYPE OF REPORTING PERSON*
IA, CO
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*
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SEE INSTRUCTIONS BEFORE FILLING OUT
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2
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1
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NAME OF
REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Twelve Capital Holding AG
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Switzerland
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
|
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6
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SHARED VOTING POWER
1,461,083
|
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7
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SOLE DISPOSITIVE POWER
0
|
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8
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SHARED DISPOSITIVE POWER
1,461,083
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,461,083
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES*
☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
5.0% **
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12
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TYPE OF REPORTING PERSON*
HC, CO
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*
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SEE INSTRUCTIONS BEFORE FILLING OUT
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3
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1
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NAME OF
REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Urs Ramseier
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Switzerland
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
1,461,083
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
1,461,083
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,461,083
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES*
☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
5.0% **
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12
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TYPE OF REPORTING PERSON*
HC, IN
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*
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SEE INSTRUCTIONS BEFORE FILLING OUT
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4
SCHEDULE 13G
This Schedule 13G (this Schedule 13G) is being filed on behalf of Twelve Capital AG, a Switzerland company limited by shares
(Twelve Capital), Twelve Capital Holding AG, a Switzerland company limited by shares and the sole shareholder of Twelve Capital (Twelve Capital Holding), and Urs Ramseier, the managing partner of Twelve Capital, relating to
Common Stock, par value $0.0001 per share (the Common Stock), of Heritage Insurance Holdings, Inc., a Delaware corporation (the Issuer).
This Schedule 13G relates to Common Stock of the Issuer purchased by Twelve Capital through the accounts of certain private funds and/or
accounts managed by Twelve Capital (collectively, the Twelve Capital Accounts). Twelve Capital serves as the investment adviser to the Twelve Capital Accounts and may direct the vote and dispose of the 1,461,083 shares of Common Stock
held by the Twelve Capital Accounts. As the sole shareholder of Twelve Capital, Twelve Capital Holding may direct the vote and disposition of the 1,461,083 shares of Common Stock held by the Twelve Capital Accounts. As the managing partner of Twelve
Capital, Mr. Ramseier may direct the vote and disposition of the 1,461,083 shares of Common Stock held by the Twelve Capital Accounts.
Item 1(a)
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Name of Issuer.
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Heritage Insurance Holdings, Inc.
Item 1(b)
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Address of Issuers Principal Executive Offices.
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2600 McCormick Drive, Suite 300
Clearwater, Florida 33759
Item 2(a)
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Name of Person Filing.
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Twelve Capital AG (Twelve Capital), Twelve Capital
Holding AG (Twelve Capital Holding) and Mr. Urs Ramseier.
Item 2(b)
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Address of Principal Business Office, or, if none, Residence.
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Twelve Capital AG
Dufourstrasse 101
8008
Zürich
Item 2(c)
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Citizenship or Place of Organization.
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Twelve Capital is a company limited by shares
organized under the laws of Switzerland. Twelve Capital Holding is a company limited by shares organized under the laws of Switzerland. Mr. Ramseier is a citizen of Switzerland.
5
Item 2(d)
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Title of Class of Securities.
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Common Stock, par value $0.0001 per share (the
Common Stock).
42727J102
Inapplicable
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(a)
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Twelve Capital, Twelve Capital Holding and Mr. Ramseier are the beneficial owners of 1,461,083 shares of Common Stock.
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(b)
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Twelve Capital, Twelve Capital Holding and Mr. Ramseier are the beneficial owners of 5.0% of the outstanding Common Stock. This percentage is determined by dividing 1,461,083 by 29,056,421, the number of shares of
Common Stock issued and outstanding as of August 3, 2017, as reported in the Issuers Form
10-Q
filed on August 9, 2017.
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(c)
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Twelve Capital, as the investment adviser to the Twelve Capital Accounts, may direct the vote and dispose of the 1,461,083 shares of Common Stock held by the Twelve Capital Accounts. As the sole shareholder of Twelve
Capital, Twelve Capital Holding may direct the vote and disposition of the 1,461,083 shares of Common Stock held by the Twelve Capital Accounts. As the managing partner of Twelve Capital, Mr. Ramseier may direct the vote and disposition of the
1,461,083 shares of Common Stock held by the Twelve Capital Accounts.
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Item 5
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Ownership of Five Percent or Less of a Class.
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Inapplicable.
Item 6
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Ownership of More Than Five Percent on Behalf of Another Person.
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Inapplicable.
Item 7
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Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company.
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Inapplicable.
Item 8
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Identification and Classification of Members of the Group.
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Inapplicable.
6
Item 9
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Notice of Dissolution of Group.
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Inapplicable.
By signing below each of the Reporting Persons certifies that, to the
best of such persons 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.
Exhibits
Exhibit
99.1
Joint Filing Agreement dated October 17, 2017, by and among Twelve Capital, Twelve Capital Holding and
Mr. Ramseier.
7
SIGNATURE
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: October 17, 2017
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TWELVE CAPITAL AG
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By:
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/s/ Urs Ramseier
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Urs Ramseier
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Managing Partner
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TWELVE CAPITAL HOLDING AG
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By:
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/s/ Urs Ramseier
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Urs Ramseier
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Board Member
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/s/ Urs Ramseier
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Urs Ramseier
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8
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