| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
| |||||||||||||||
| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Hippo Holdings Inc. [ HIPO ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| ||||||||||||||||||||||||
| 3. Date of Earliest Transaction (Month/Day/Year) 08/04/2021 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) 08/04/2021 | 6. Individual or Joint/Group Filing (Check Applicable Line)
| |||||||||||||||||||||||||
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 08/04/2021 | A | 3,008,501 | A | (1) | 3,008,501(2) | D | |||
| Common Stock | 08/04/2021 | D(3) | 500,000 | D | (3) | 2,508,501 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) | 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: 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) | $0.05 | 08/04/2021 | A | 86,929 | (4) | 02/28/2027 | Common Stock | 86,929 | (1) | 86,929 | D | ||||
| Stock Option (Right to Buy) | $0.16 | 08/04/2021 | A | 163,593 | (5) | 01/23/2028 | Common Stock | 163,593 | (1) | 163,593 | D | ||||
| Stock Option (Right to Buy) | $0.34 | 08/04/2021 | A | 362,209 | (6) | 01/22/2029 | Common Stock | 362,209 | (1) | 362,209 | D | ||||
| Stock Option (Right to Buy) | $0.34 | 08/04/2021 | A | 507,666 | (7) | 05/14/2029 | Common Stock | 507,666 | (1) | 507,666 | D | ||||
| Stock Option (Right to Buy) | $1.06 | 08/04/2021 | A | 695,433 | (8) | 09/27/2030 | Common Stock | 695,433 | (1) | 695,433 | D | ||||
| Explanation of Responses: |
| 1. Pursuant to the business combination of Hippo Holdings Inc. (the "Issuer") and Hippo Enterprises Inc. ("Old Hippo"), each share of Old Hippo outstanding common stock was automatically converted into the right to shares of the Issuer's Common Stock based on a 1 to 6.95433 conversion ratio ("Conversion Ratio"). In addition, each outstanding Old Hippo equity award was automatically converted into a corresponding equity award of the Issuer based on the Conversion Ratio and with the same terms and vesting conditions as the Old Hippo equity awards. |
| 2. The original Form 4 filed by the Reporting Person on 8/4/2021 contained administrative errors. This Form 4/A corrects the aforementioned errors and accurately reflects the Reporting Person's ownership. |
| 3. Shares redeemed by the Issuer at a price per share of $10 in a transaction exempt pursuant to Rule 16b-3(e). |
| 4. This option is fully vested and exercisable. |
| 5. 1/16th of the shares underlying the option vest on each quarterly anniversary measured from January 23, 2018, subject to the Reporting Person continuing to provide services to the Issuer through the applicable vesting date. |
| 6. 1/48th of the shares underlying the option vest on each monthly anniversary measured from January 23, 2019, subject to the Reporting Person continuing to provide services to the Issuer through the applicable vesting date. |
| 7. 1/48th of the shares underlying the option vest on each monthly anniversary measured from May 13, 2019, subject to the Reporting Person continuing to provide services to the Issuer through the applicable vesting date. |
| 8. 1/48th of the shares underlying the option vest on each monthly anniversary measured from August 27, 2020, subject to the Reporting Person continuing to provide services to the Issuer through the applicable vesting date. |
| Remarks: |
| /s/ Stewart Ellis, as Attorney-in-Fact for Richard McCathron | 08/19/2021 | |
| ** 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 Number. | ||
