| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Home Point Capital Inc. [ HMPT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/01/2023 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 08/01/2023 | D | 68,878,127 | D(1) | (1) | 0 | I | See Footnotes(2)(6)(7) | ||
| Common Stock | 08/01/2023 | D | 53,924,166 | D(1) | (1) | 0 | I | See Footnotes(3)(6)(7) | ||
| Common Stock | 08/01/2023 | D | 1,142,824 | D(1) | (1) | 0 | I | See Footnotes(4)(6)(7) | ||
| Common Stock | 08/01/2023 | D | 3,825,918 | D(1) | (1) | 0 | I | See Footnotes(5)(6)(7) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Pursuant to the Agreement and Plan of Merger, dated as of May 10, 2023, by and among Home Point Capital Inc., Mr. Cooper Group Inc. and Heisman Merger Sub, Inc., each share of the Issuer's common stock was exchanged for the right to receive a cash payment of $2.33 without interest, and subject to any required tax withholding. |
| 2. Reflects securities held directly by Trident VI, L.P. |
| 3. Reflects securities held directly by Trident VI Parallel Fund, L.P. |
| 4. Reflects securities held directly by Trident VI DE Parallel Fund, L.P. |
| 5. Reflects securities held directly by Trident VI Professionals Fund, L.P. (collectively, Trident VI, L.P., Trident VI Parallel Fund, L.P., Trident VI DE Parallel Fund, L.P. and Trident VI Professionals Fund, L.P. shall be referred to as the "Trident VI Partnerships"). |
| 6. The general partner of each of Trident VI, L.P., Trident VI Parallel Fund, L.P. and Trident VI DE Parallel Fund, L.P. is Trident Capital VI, L.P. The general partner of Trident VI Professionals Fund, L.P. is Stone Point GP Ltd. Pursuant to certain management agreements, Stone Point Capital LLC has received delegated authority by Trident Capital VI, L.P. and Stone Point GP Ltd. relating to the Trident VI Partnerships, provided that the delegated discretion to exercise voting rights may not be exercised on behalf of any of the Trident VI Partnerships without first receiving direction from the Investment Committee of Trident Capital VI, L.P. or a majority of the general partners of Trident Capital VI, L.P., or Stone Point GP Ltd., as applicable. The management agreements do not delegate any power with respect to the disposition of Common Stock held by the Trident VI Partnerships. |
| 7. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein. |
| TRIDENT VI, L.P., By: Trident Capital VI, L.P., its general partner, By: DW Trident VI, LLC, its general partner, By: /s/ Jacqueline Giammarco, Name: Jacqueline Giammarco Title: Vice President | 08/01/2023 | |
| TRIDENT VI PARALLEL FUND, L.P., By: Trident Capital VI, L.P., its general partner, By: DW Trident VI, LLC, its general partner, By: /s/ Jacqueline Giammarco, Name: Jacqueline Giammarco, Title: Vice President | 08/01/2023 | |
| TRIDENT VI DE PARALLEL FUND, L.P., By: Trident Capital VI, L.P., its general partner, By: DW Trident VI, LLC, its general partner, By: /s/ Jacqueline Giammarco, Name: Jacqueline Giammarco, Title: Vice President | 08/01/2023 | |
| TRIDENT VI PROFESSIONALS FUND, L.P., By: Stone Point GP Ltd., its general partner, By: /s/ Jacqueline Giammarco, Name: Jacqueline Giammarco, Title: Vice President | 08/01/2023 | |
| TRIDENT CAPITAL VI, L.P., By: DW Trident VI, LLC, its general partner, By: /s/ Jacqueline Giammarco, Name: Jacqueline Giammarco, Title: Vice President | 08/01/2023 | |
| STONE POINT GP LTD., By: /s/ Jacqueline Giammarco, Name: Jacqueline Giammarco, Title: Vice President | 08/01/2023 | |
| STONE POINT CAPITAL LLC, By: /s/ Jacqueline Giammarco, Name: Jacqueline Giammarco, Title: Chief Compliance Officer | 08/01/2023 | |
| ** 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. | ||
