SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Hippo Holdings Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
433539103
(CUSIP Number)
Kiyotaka Shuto
Mitsui Sumitomo Insurance Co., Ltd.
9, Kanda-Surugadai
3-chome, Chiyoda-Ku
Tokyo, Japan
+81–3–3259–1302
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
June 27, 2024
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-l(f) or 240.13d-l(g), check the following box. ☐
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.
| CUSIP No. 433539103 | 13D | Page 2 of 5 Pages |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS [ENTITIES ONLY]
MS&AD Insurance Group Holdings, Inc. Mitsui Sumitomo Insurance Co., Ltd. (TIN: 13-1957438) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
WC | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Japan | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
1,090,110 | ||||
| 8 | SHARED VOTING POWER
-0- | |||||
| 9 | SOLE DISPOSITIVE POWER
1,090,110 | |||||
| 10 | SHARED DISPOSITIVE POWER
-0- | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,190,110 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.46% * | |||||
| 14 | TYPE OF REPORTING PERSON
IC | |||||
| * | Based on 24,429,711 shares of Common Stock, par value $0.0001 per share, of Hippo Holdings Inc. (the “Issuer”) outstanding as of April 22, 2024 as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 filed with the Securities and Exchange Commission (the “SEC”) on May 2, 2024. |
2024. Explanatory Note
This Amendment No. 2 to Schedule 13D amends and supplements the information set forth in the Schedule 13D filed by MS & AD Insurance Group Holdings and Mitsui Sumitomo Insurance Co., Ltd. with the SEC on August 12, 2021, as amended by Amendment No. 1 thereto filed with the SEC on February 29, 2024 (the “Schedule 13D”). Except as set forth herein, this Amendment No. 2 does not modify any of the information previously reported in the Schedule 13D. A capitalized terms used but not otherwise defined herein have the respective meanings ascribed to such terms in the Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a)-(b) The information set forth in the cover page above is incorporated herein by reference.
(c) During the 60-day period prior to the date of this Amendment No. 2, the Reporting Persons sold the number of shares of Common Stock indicated below pursuant to open market transactions:
Date | Number of Shares | Average Price Per Share | ||||||
5/7/24 | 8,162 | $ | 18.38 | |||||
5/8/24 | 3,598 | 18.61 | ||||||
5/9/24 | 4,904 | 18.51 | ||||||
5/10/24 | 2,010 | 18.40 | ||||||
5/13/24 | 3,345 | 18.47 | ||||||
5/14/24 | 5,131 | 18.43 | ||||||
5/15/24 | 400 | 18.31 | ||||||
5/16/24 | 500 | 17.74 | ||||||
5/17/24 | 7,764 | 17.62 | ||||||
5/20/24 | 6,837 | 17.92 | ||||||
5/21/24 | 4,191 | 17.91 | ||||||
5/22/24 | 300 | 17.75 | ||||||
5/23/24 | 369 | 17.77 | ||||||
5/24/24 | 5,988 | 18.09 | ||||||
5/28/24 | 10,000 | 18.54 | ||||||
5/29/24 | 500 | 18.46 | ||||||
5/30/24 | 4,632 | 18.06 | ||||||
5/31/24 | 600 | 18.11 | ||||||
6/3/24 | 1,723 | 17.64 | ||||||
6/5/24 | 5,000 | 17.75 | ||||||
6/6/24 | 5,000 | 17.76 | ||||||
6/7/24 | 2,943 | 18.48 | ||||||
6/10/24 | 1,539 | 18.01 | ||||||
6/12/24 | 1,471 | 17.86 | ||||||
6/24/24 | 200 | 16.21 | ||||||
6/27/24 | 5,000 | 16.47 | ||||||
(d)–(e) Not Applicable.
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.
| July 1, 2024 |
| MITSUI SUMITOMO INSURANCE CO., LTD. |
| /s/ Kiyotaka Shuto |
Kiyotaka Shuto Authorized Signatory |
