Hippo Holdings Inc.

08/18/2022 | Press release | Distributed by Public on 08/18/2022 13:31

Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16, Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person *
Fifth Wall Ventures Management GP, LLC
2. Issuer Name and Ticker or Trading Symbol
Hippo Holdings Inc. [HIPO]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
6060 CENTER DRIVE, 10TH FLOOR
3. Date of Earliest Transaction (Month/Day/Year)
(Street)
LOS ANGELES CA 90045
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Join/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code 4. Securities Acquired (A) or Disposed of (D) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) 6. Ownership Form: Direct (D) or Indirect (I) 7. Nature of Indirect Beneficial Ownership
Code V Amount (A) or (D) Price
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security 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 5. Number of Derivative Securities Acquired (A) or Disposed of (D) 6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security 8. Price of Derivative Security 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) 11. Nature of Indirect Beneficial Ownership
Code V (A) (D) Date Exercisable Expriation Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Fifth Wall Ventures Management GP, LLC
6060 CENTER DRIVE, 10TH FLOOR

LOS ANGELES, CA90045

X
Fifth Wall Ventures Management, L.P.
6060 CENTER DRIVE, 10TH FLOOR

LOS ANGELES, CA90045

X
Fifth Wall Ventures GP, LLC
6060 CENTER DRIVE, 10TH FLOOR

LOS ANGELES, CA90045

X
Fifth Wall Ventures, L.P.
6060 CENTER DRIVE, 10TH FLOOR

LOS ANGELES, CA90045

X
Fifth Wall Ventures SPV IV, L.P.
6060 CENTER DRIVE, 10TH FLOOR

LOS ANGELES, CA90045

X
Fifth Wall Ventures SPV XVII, L.P.
6060 CENTER DRIVE, 10TH FLOOR

LOS ANGELES, CA90045

X

Signatures

FIFTH WALL VENTURES MANAGEMENT GP, LLC; By: /s/ Oded Cedar, Authorized Signatory 2022-08-18
**Signature of Reporting Person Date
FIFTH WALL VENTURES MANAGEMENT, L.P.; By: Fifth Wall Ventures Management GP, LLC, its general partner; By: /s/ Oded Cedar, Authorized Signatory 2022-08-18
**Signature of Reporting Person Date
FIFTH WALL VENTURES GP, LLC; By: /s/ Oded Cedar, Authorized Signatory 2022-08-18
**Signature of Reporting Person Date
FIFTH WALL VENTURES, L.P.; By: Fifth Wall Ventures GP, LLC, its general partner; By: /s/ Oded Cedar, Authorized Signatory 2022-08-18
**Signature of Reporting Person Date
FIFTH WALL VENTURES SPV IV, L.P.; By: Fifth Wall Ventures GP, LLC, its general partner; By: /s/ Oded Cedar, Authorized Signatory 2022-08-18
**Signature of Reporting Person Date
FIFTH WALL VENTURES SPV XVII, L.P.; By: Fifth Wall Ventures GP, LLC, its general partner; By: /s/ Oded Cedar, Authorized Signatory 2022-08-18
**Signature of Reporting Person Date

Explanation of Responses:

(*) If the form is filed by more than one reporting person, see Instruction 5(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).
(1) On August 18, 2022, Fifth Wall Ventures SPV IV, L.P. distributed, for no consideration, 3,345,998 shares of Common Stock to Fifth Wall Ventures, L.P., 961,882 shares of Common Stock to Fifth Wall Ventures GP, LLC and 21,254,929 shares of Common Stock to LEN FW Investor, LLC.
(2) Fifth Wall Ventures GP, LLC is the general partner of Fifth Wall Ventures SPV XVII, L.P., Fifth Wall Ventures SPV IV, L.P. and Fifth Wall Ventures, L.P., each a Delaware limited partnership (the "Subsidiary Funds"). Fifth Wall Ventures Management, L.P. serves as the sole manager of Fifth Wall Ventures GP, LLC. Fifth Wall Ventures Management GP, LLC is the general partner of Fifth Wall Ventures Management, L.P. Each of Fifth Wall Ventures Management, L.P. and Fifth Wall Ventures Management GP, LLC expressly disclaims beneficial ownership of the shares held by Fifth Wall Ventures GP, LLC and each Subsidiary Fund. Fifth Wall Ventures GP, LLC expressly disclaims ownership of any shares held by each Subsidiary Fund. Each Subsidiary Fund expressly disclaims ownership of any shares held by Fifth Wall Ventures GP, LLC and any other Subsidiary Fund.
(3) Represents securities held by Fifth Wall Ventures SPV IV, L.P. Effective as of October 23, 2018, Fifth Wall Ventures SPV IV, L.P. granted LEN FW Investor, LLC an irrevocable voting proxy (the "Proxy") in respect of all shares held by Fifth Wall Ventures SPV IV, L.P. The 411,765 shares held directly by Fifth Wall Ventures SPV IV L.P. are subject to the Proxy.
(4) Represents securities held by Fifth Wall Ventures, L.P.
(5) On August 18, 2022, Fifth Wall Ventures SPV XVII, L.P. distributed, for no consideration, 173,747 shares of Common Stock to American Investment Holdings LLC.
(6) Represents securities held by Fifth Wall Ventures SPV XVII, L.P.
(7) Represents securities held by Fifth Wall Ventures GP, LLC.
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