Amendment: SEC Form SCHEDULE 13D/A filed by Hippo Holdings Inc.
$HIPO
Property-Casualty Insurers
Finance
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
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Hippo Holdings Inc. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
433539103 (CUSIP Number) |
Mark Sustana Lennar Corporation, 5505 Waterford District Drive Miami, FL, 33126 (305) 559-4000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
07/01/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 433539103 |
| 1 |
Name of reporting person
Lennar Corporation | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
2,476,418.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC |
SCHEDULE 13D
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| CUSIP No. | 433539103 |
| 1 |
Name of reporting person
Len X, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
FLORIDA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,476,418.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC |
SCHEDULE 13D
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| CUSIP No. | 433539103 |
| 1 |
Name of reporting person
LEN FW Investor, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,492,888.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.0001 per share | |
| (b) | Name of Issuer:
Hippo Holdings Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
One Almaden Blvd., Suite 400, San Jose,
CALIFORNIA
, 95113. | |
Item 1 Comment:
This Amendment No. 3 to Schedule 13D (this "Amendment") amends and supplements the Schedule 13D filed on August 9, 2021, as amended by Amendment No. 1 filed on April 12, 2022 and Amendment No. 2 filed on August 19, 2022 (collectively, the "Schedule 13D") relating to the common stock, par value $0.0001 per share (the "Common Stock"), of Hippo Holdings Inc. (the "Issuer"), a Delaware corporation. Except as specifically provided herein, this Amendment does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings assigned to such terms in the Schedule 13D. | ||
| Item 2. | Identity and Background | |
| (b) | Item 2(b) of the Schedule 13D is hereby amended and restated as follows:
The principal business address of each of the Reporting Persons is 5505 Waterford District Drive, Miami, FL 33126. | |
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) of the Schedule 13D is hereby amended and restated as follows:
As of the date of this Amendment, one of the Reporting Persons owns 2,476,418 shares of the Issuer's Common Stock, constituting approximately 9.9% of the Issuer's outstanding Common Stock.
In addition, that Reporting Person holds an irrevocable proxy to vote 16,470 shares of the Issuer's Common Stock. Those shares, together with the shares owned by the Reporting Person, constitute approximately 9.9% of the outstanding Common Stock. Because that Reporting Person has agreed not to participate in a vote or consent, or make a decision, with regard to more than 9.99% of the voting interests in the Issuer, the Reporting Persons deny that any of them is the beneficial owner of shares that are subject to the irrevocable proxy to the extent they would increase a Reporting Person's voting interest above 9.99%.
Such percentage was calculated based on 25,528,641 outstanding shares of Common Stock as of June 11, 2025, as provided by the Issuer, reduced by the number of shares of Common Stock repurchased under the Repurchased Agreement (as defined below). | |
| (c) | Item 5(c) of the Schedule 13D is hereby amended and restated as follows:
Except as described in Item 6 below, no Reporting Person has effected any transaction in the Issuer's Common Stock during the past 60 days. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Schedule 13D is hereby amended to include the following:
On June 11, 2025, Len FW entered into a Share Repurchase Agreement (the "Repurchase Agreement") with the Issuer, pursuant to which the Issuer agreed to repurchase 514,309 shares of the Issuer's Common Stock from Len FW in a privately negotiated transaction at a purchase price of $28.17 per share, for an aggregate purchase price of approximately $14.5 million. The closing under the Repurchase Agreement occurred on July 1, 2025. The repurchase of the shares pursuant to the Repurchase Agreement was made under the Issuer's existing share repurchase program. The foregoing description of the Repurchase Agreement and the transactions contemplated thereby is qualified in its entirety by reference to the full text of the Repurchase Agreement, a copy of which is attached as Exhibit 99.1 to the Issuer's Form 8-K filed with the Securities and Exchange Commission on June 16, 2025 and is incorporated herein by reference. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 99.1 - Share Repurchase Agreement, dated as of June 11, 2025, by and between Hippo Holdings Inc. and LEN FW Investor, LLC (incorporated by reference to Exhibit 99.1 to the Issuer's Current Report on Form 8-K filed on June 16, 2025). | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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