Snow Ian K Form 4 Velocity Financial / Ian K Snow ownership change

SEC Form 4

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

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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).

1. Name and Address of Reporting Person^*

SPG GP, LLC

(Last) (First) (Middle)

545 MADISON AVENUE, 10TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Velocity Financial, Inc. [ VEL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/08/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

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	10/08/2021		C		5,194,804(1)(2)(3)	A	$3.85	12,272,765	I(1)(2)(3)	See footnotes(1)(2)(3)(4)

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
Series A Convertible Preferred Stock	$3.85(1)(2)	10/08/2021		C(1)(2)			20,000(1)(2)(3)	(1)(2)	(1)(2)	Common Stock	5,194,805(1)(2)(3)	$0.00	0(1)(2)(3)	I	See Footnotes(1)(2)(3)(4)

1. Name and Address of Reporting Person^*

SPG GP, LLC

(Last) (First) (Middle)

545 MADISON AVENUE, 10TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Snow Phipps Group AIV, L.P.

(Last) (First) (Middle)

C/O SNOW PHIPPS GROUP, LLC

545 MADISON AVENUE, 10TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Snow Phipps Group (RPV), L.P.

(Last) (First) (Middle)

C/O SNOW PHIPPS GROUP, LLC

545 MADISON AVENUE, 10TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Snow Phipps Group AIV (Offshore), L.P.

(Last) (First) (Middle)

C/O SNOW PHIPPS GROUP, LLC

545 MADISON AVENUE, 10TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Snow Ian K

(Last) (First) (Middle)

C/O SNOW PHIPPS GROUP, LLC

545 MADISON AVENUE, 10TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

Explanation of Responses:

1. Pursuant to a Securities Purchase Agreement, dated as of April 5, 2020, by and between Snow Phipps Group AIV, L.P. ("SPG AIV"), Snow Phipps Group (RPV), L.P. ("SPG RPV"), Snow Phipps Group AIV (Offshore) L.P. ("SPG AIV (Offshore)") and Velocity Financial, Inc. (the "Issuer"), SPG AIV, SPG RPV, and SPG AIV (Offshore) acquired from the Issuer an aggregate of (i) 20,000 newly issued shares of Series A Convertible Preferred Stock, par value $0.01 per share (the "Series A Preferred Stock"). The Series A Preferred Stock was not convertible until the Issuer obtained stockholder approval as required by applicable NYSE rules ("Stockholder Approval").

2. (continued from footnote 1) After the Issuer obtained Stockholder Approval, the Series A Preferred Stock was converted into, with respect to each share of Series A Preferred Stock so converted, the number of shares of Common Stock equal to the then applicable conversion rate (plus cash in lieu of fractional shares) at any time, in whole or in part, at the option of SPG AIV, SPG RPV, and SPG AIV (Offshore) (or a respective permitted transferee) at a conversion price of $3.85 per share of Common Stock. The conversion rate for the Series A Preferred Stock is 259.74. The preferred stock is perpetual and therefore has no expiration date.

3. This form 4 is being filed by and on behalf of each of the following: Ian K. Snow, who serves as the managing member of SPG GP, LLC, the general partner of Snow Phipps Group AIV, L.P., Snow Phipps Group (RPV), L.P., and Snow Phipps Group AIV (Offshore) L.P. (Ian K. Snow, collectively, with SPG GP LLC, Snow Phipps Group AIV, L.P., Snow Phipps Group (RPV), L.P., and Snow Phipps Group AIV (Offshore) L.P., the "Reporting Persons"). Represents (i) 4,895,844 shares of Common Stock held directly by Snow Phipps Group AIV, L.P., (ii) 255,064 shares of Common Stock held directly by Snow Phipps Group (RPV), L.P., and 43,896 shares of Common Stock held directly by Snow Phipps Group AIV (Offshore) L.P. Other than Snow Phipps Group AIV, L.P., Snow Phipps Group (RPV), L.P., and Snow Phipps Group AIV (Offshore) L.P. the Reporting Persons do not themselves directly hold any Common Stock.

4. Each of the Reporting Persons disclaims beneficial ownership of the securities to the extent it exceeds their pecuniary interest therein

Remarks:

Exhibit 99.1 - Joint Filer Information, incorporated herein by reference.

	SPG GP, LLC, /s/ Alan Mantel, as authorized signatory of SPG GP, LLC	10/12/2020
	** Signature of Reporting Person	Date
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