SEC FORM 4

SEC FORM 4 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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

SPG GP, LLC

(Last)

(First)

(Middle)

545 MADISON AVENUE, 10TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Velocity Financial, Inc. [ VEL ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/06/2025

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

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

	Form filed by One Reporting Person
X	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Private Placement Warrant	$2.96⁽⁵⁾	03/06/2025		D⁽¹⁾⁽²⁾⁽⁷⁾			892,777⁽³⁾	08/13/2020	04/07/2025	Common Stock	892,777⁽³⁾⁽⁵⁾	⁽⁶⁾	0	I	Notes⁽²⁾⁽⁷⁾
Private Placement Warrant	$2.96⁽⁵⁾	03/06/2025		A⁽¹⁾⁽²⁾⁽⁷⁾		892,777⁽³⁾		08/13/2020	05/07/2025	Common Stock	892,777⁽³⁾⁽⁵⁾	⁽⁶⁾	892,777⁽³⁾	I	Notes⁽²⁾⁽⁷⁾
Private Placement Warrant	$4.94⁽⁵⁾	03/06/2025		D⁽¹⁾⁽²⁾⁽⁷⁾			446,389⁽⁴⁾	08/13/2020	04/07/2025	Common Stock	446,389⁽⁴⁾⁽⁵⁾	⁽⁶⁾	0	I	Notes⁽²⁾⁽⁷⁾
Private Placement Warrant	$4.94⁽⁵⁾	03/06/2025		A⁽¹⁾⁽²⁾⁽⁷⁾		446,389⁽⁴⁾		08/13/2020	05/07/2025	Common Stock	446,389⁽⁴⁾⁽⁵⁾	⁽⁶⁾	446,389⁽⁴⁾	I	Notes⁽²⁾⁽⁷⁾

1. Name and Address of Reporting Person^*

SPG GP, LLC

(Last)

(First)

(Middle)

545 MADISON AVENUE, 10TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Snow Ian K

(Last)

(First)

(Middle)

545 MADISON AVENUE, 10TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Snow Phipps Group AIV, L.P.

(Last)

(First)

(Middle)

545 MADISON AVENUE, 10TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Snow Phipps Group (RPV), L.P.

(Last)

(First)

(Middle)

545 MADISON AVENUE, 10TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Snow Phipps Group AIV (Offshore), L.P.

(Last)

(First)

(Middle)

545 MADISON AVENUE, 10TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. On March 6, 2025, the Issuer amended each Private Placement Warrant ("Warrant") held by each of Snow Phipps Group AIV, L.P. ("SPG AIV"), Snow Phipps Group AIV (Offshore), L.P. ("SPG AIV Offshore"), and Snow Phipps Group (RPV), L.P. ("SPG RPV") (collectively, the "Warrantholders") to extend the existing expiration date for the exercise of the Warrants from April 7, 2025, to May 7, 2025.

2. This Form 4 is being filed by and behalf of: each of the Warrantholders; SPG GP, LLC, the general partner of each of the Warrantholders ("SPG GP"); and Ian K. Snow, who serves as the managing member of SPG GP (collectively, the "Reporting Persons").

3. Represents in the aggregate directly held warrants to purchase a number of shares of Common Stock, as follows: 841,408 shares by SPG AIV; 7,554 shares by SPG AIV Offshore; and 43,815 shares by SPG RPV.

4. Represents in the aggregate directly held warrants to purchase a number of shares of Common Stock, as follows: 420,704 shares by SPG AIV; 3,777 shares by SPG AIV Offshore; 21,908 shares by SPG RPV.

5. The exercise price and the number of shares of Common Stock issuable upon exercise of the Warrants are subject to adjustment, as set forth in the Warrants.

6. Not applicable.

7. Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of such Reporting Person's pecuniary interest, and this reports shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended ("Section 16"), or for any other purpose. Messrs. John Pless and Alan Mantel, each a partner of SPG GP and/or one of its affiliates, were appointed to the board of directors of the Issuer as a representative of the Reporting Persons. Solely for purposes of Section 16, the Reporting Persons are deemed directors-by-deputization. Information with respect to each Reporting Person is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.

Remarks:

Exhibit 99.1 (Signatures and Joint Filer Information) is incorporated herein by reference.

	See Exhibit 99.1 for Signatures	03/10/2025
	** Signature of Reporting Person	Date
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SEC Form 4 filed by Director Spg Gp, Llc