Assaf Wand Form 4 Hippo / Assaf Wand 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^*

Wand Assaf

(Last) (First) (Middle)

C/O HIPPO HOLDINGS INC.

150 FOREST AVENUE

(Street)

PALO ALTO CA 94301

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Hippo Holdings Inc. [ HIPO ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/04/2021

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

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

X	Form filed by One Reporting Person
	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	08/04/2021		A		17,087,949	A	(1)	17,087,949	D
Common Stock	08/04/2021		A		17,189,719	A	(1)	17,189,719	I	See footnote(2)
Common Stock	08/04/2021		A		1,043,149	A	(1)	1,043,149	I	See footnote(3)
Common Stock	08/04/2021		D(4)		1,956,851	D	(4)	15,232,868	I	See footnote(2)
Common Stock	08/04/2021		D(4)		1,043,149	D	(4)	0	I	See footnote(3)

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)	$0.81	08/04/2021		A		9,172,034		(5)	10/14/2029	Common Stock	9,172,034	(1)	9,172,034	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. Shares held by Assaf and Liron Wand 2014 Revocable Trust.

3. Shares held by The Wand Family Delaware Trust.

4. Shares redeemed by the Issuer at a price per share of $10 in a transaction exempt pursuant to Rule 16b-3(e).

5. 25% of the shares underlying the option vest on the first anniversary measured from October 15, 2019, and 1/16th of the shares vest on each quarterly anniversary thereafter, subject to the Reporting Person continuing to provide services to the Issuer through the applicable vesting date.

Remarks:

Chief Executive Officer and Co-Founder

	/s/ Stewart Ellis, as Attorney-in-Fact for Assaf Wand	08/04/2021
	** 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).
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