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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Hagerty, Inc. [ HGTY ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/23/2023 | ||||||||||||||||||||||||||
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 |
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 | ||||||||
Series A Convertible Preferred Stock | $11.79 | 06/23/2023 | A | 530,222 | (1) | (2) | Class A Common Stock | 530,222 | $9.43 | 530,222 | I | Held by McKeel O Hagerty Revocable Trust dated September 18, 2003(3) |
Explanation of Responses: |
1. Reporting Person may convert the Series A Convertible Preferred Stock at any time, subject to the Issuer's option to require the Reporting Person to convert all or any of the Series A Convertible Preferred Stock, as summarized in footnote 2 of this Form 4. |
2. Issuer may require Reporting Person to convert all or any portion of Series A Preferred Stock where: (i) if, on or after the third anniversary of June 23, 2023 (the "Issue Date") and prior to the seventh anniversary of the Issue Date, the closing price of the Class A Common Stock exceeds 150% of the Conversion Price for at least twenty (20) trading days in any period of thirty (30) consecutive trading days; (ii) if, on or after the seventh anniversary of the Issue Date and prior to the tenth anniversary of the Issue Date, the closing price of the Class A Common Stock exceeds 100% of the Conversion Price for at least twenty (20) trading days in any period of thirty (30) consecutive trading days; or (iii) on or after the tenth anniversary of the Issue Date. |
3. Held by McKeel O Hagerty Revocable Trust dated September 18, 2003 (the "Trust"). Reporting Person is the trustee for the Trust and has investment power over the Series A Convertible Preferred Stock held by the Trust. |
Remarks: |
/s/ Barbara E. Matthews, Power of Attorney | 06/27/2023 | |
** 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. |