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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
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Velocity Financial, Inc. (Name of Issuer) |
Common Stock, par value $0.01 per share (Title of Class of Securities) |
92262D101 (CUSIP Number) |
Pacific Investment Management 650 Newport Center Drive, Newport Beach, CA, 92660 (949) 720-6000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/06/2025 (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-1(f) or 240.13d-1(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 (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 92262D101 |
| 1 |
Name of reporting person
Pacific Investment Management Company LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
12,637,764.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
35.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA, OO |
Comment for Type of Reporting Person:
The shares reported in rows 7, 9 and 11 for the Reporting Person represent the securities of the Issuer that are held by TOBI (see Item 2 of the Schedule 13D), comprised of (i) 10,963,806 shares of the Issuer's Common Stock, and (ii) 1,673,958 shares of Common Stock that TOBI has the right to acquire through the exercise of Warrants (the "Warrant Shares").
The number of shares outstanding for purposes of the percentage calculation in row 13 assumes (i) 34,015,492 outstanding shares of the Issuer's Common Stock as of March 3, 2025 as reported by the Issuer to the Reporting Person, plus (ii) the Warrant Shares.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.01 per share | |
| (b) | Name of Issuer:
Velocity Financial, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
2945 Townsgate Road,, Suite 110, Westlake Village,
CALIFORNIA
, 91361. | |
Item 1 Comment:
The statement on Schedule 13D filed on April 14, 2020 (the "Original Schedule 13D"), relating to the common stock, par value $0.01 per share (the "Common Stock"), of Velocity Financial, Inc. (the "Issuer"), a Delaware corporation, (as amended by Amendment No.1 to Schedule 13D filed on October 12, 2021 ("Amendment No.1"), by Amendment No. 2 to Schedule 13D filed on July 14, 2023 ("Amendment No. 2"), by Amendment No. 3 to Schedule 13D filed on July 22, 2024 ("Amendment No. 3) and by Amendment No. 4 filed on July 23, 2024 ("Amendment No. 4" and together with the Original Schedule 13D and Amendment No. 1, Amendment No 2 and Amendment No. 3, the "Schedule 13D")) is hereby amended as set forth below by this Amendment No. 5 to the Schedule 13D. Except as specifically provided herein, this Amendment No. 5 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings assigned to such terms in the Schedule 13D. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is supplemented by adding the following:
On March 6, 2025, TOBI and the Issuer entered into agreements to extend the expiration date of the Warrants from April 7, 2025 to May 7, 2025. The Reporting Person intends to exercise the Warrants on or prior to the expiration date if they are in-the-money. The amendments were made to allow for additional time, if needed, to comply with the Hart-Scott-Rodino Antitrust Improvement Acts of 1976, as amended, and the rules and regulations thereunder. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Items 11 and 13 of the cover page of this Schedule 13D are incorporated herein by reference. | |
| (b) | Items 7 through 10 of the cover page of this Schedule 13D are incorporated herein by reference. | |
| (c) | Except to the extent reported in this Schedule 13D, the Reporting Person has not engaged in any transactions in the Common Stock during the past sixty days. | |
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 of the Schedule 13D is supplemented by adding the following:
Exhibit 99.9. Amended and Restated Schedule A | ||
| 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.
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