SEC FORM 5

SEC FORM 5 SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

KAUFFMAN ROBERT I

(Last)

(First)

(Middle)

105 S. MAPLE STREET

(Street)

ITASCA

60143

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Hagerty, Inc. [ HGTY ]

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

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

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2021

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 at end of Issuer's Fiscal Year (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)	3. Transaction Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock⁽¹⁾	04/09/2021		P	1,500,000	A	⁽¹⁾	1,500,000	I	By Aldel LLC⁽²⁾
Class A Common Stock⁽³⁾	04/12/2021		P	515,000	A	⁽³⁾	515,000	I	By Aldel Investors LLC⁽⁴⁾
Class A Common Stock⁽⁵⁾	12/02/2021		P	2,000,000	A	⁽⁵⁾	2,000,000	I	By Aldel LLC⁽²⁾
Class A Common Stock⁽⁶⁾	12/02/2021		M	2,200,000	A	⁽⁶⁾	2,200,000	I	By Aldel Investors LLC⁽⁴⁾
Class A Common Stock⁽⁶⁾	12/02/2021		M	25,000	A	⁽⁶⁾	25,000	D

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)	4. Transaction Code (Instr. 8)	(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)
Class B Common Stock⁽⁷⁾	⁽⁸⁾	01/11/2021		4P	4,675,000		⁽⁸⁾	⁽⁸⁾	Class A Common Stock	2,200,000	⁽⁷⁾	0	I	By Aldel Investors LLC⁽⁴⁾
Class B Common Stock⁽⁹⁾	⁽⁸⁾	01/15/2021		4D		175,000	⁽⁸⁾	⁽⁸⁾	Class A Common Stock	175,000	⁽⁹⁾	0	I	By Aldel Investors LLC⁽⁴⁾
Class B Common Stock⁽¹⁰⁾	⁽⁸⁾	01/15/2021		4A	25,000		⁽⁸⁾	⁽⁸⁾	Class A Common Stock	25,000	⁽¹⁰⁾	0	D
OTM Warrants⁽¹¹⁾⁽¹²⁾	$15	04/08/2021		4P	650,000		04/12/2022	12/02/2026	Class A Common Stock	650,000	$0.1	650,000	I	By Aldel Investors LLC⁽⁴⁾
Public Warrants⁽¹⁾⁽¹³⁾	$11.5	04/09/2021		P	750,000		04/12/2022	12/02/2026	Class A Common Stock	750,000	⁽¹⁾	750,000	I	By Aldel LLC⁽²⁾
Private Placement Warrants⁽³⁾⁽¹²⁾	$11.5	04/12/2021		P	257,500		04/12/2022	12/02/2026	Class A Common Stock	257,500	⁽³⁾	257,500	I	By Aldel Investors LLC⁽⁴⁾
Class B Common Stock⁽¹⁴⁾	⁽⁸⁾	04/25/2021		4D		2,300,000	⁽⁸⁾	⁽⁸⁾	Class A Common Stock	2,300,000	⁽¹⁴⁾	0	I	By Aldel Investors LLC⁽⁴⁾
Class B Common Stock⁽⁶⁾	⁽⁸⁾	12/02/2021		M		2,200,000	⁽⁸⁾	⁽⁸⁾	Class A Common Stock	2,200,000	⁽⁶⁾	0	I	By Aldel Investors LLC⁽⁴⁾
Class B Common Stock⁽⁶⁾	⁽⁸⁾	12/02/2021		M		25,000	⁽⁸⁾	⁽⁸⁾	Class A Common Stock	25,000	⁽⁶⁾	0	D
PIPE Warrants⁽⁵⁾	$11.5	12/02/2021		4P	360,000		01/01/2022	12/02/2026	Class A Common Stock	360,000	⁽⁵⁾	360,000	I	By Aldel LLC⁽²⁾

Explanation of Responses:

1. The shares of Class A common stock were acquired as part of the public units ("Public Units") of Aldel Financial Inc. in connection with its initial public offering. Each Public Unit consisted of one share of Class A Common Stock and one-half of one Public Warrant to purchase one share of Class A Common Stock at an exercise price of $11.50 per share (the "Public Warrants"). The Public Units were purchased for $10.00 per share.

2. Held by Aldel LLC. Mr. Kauffman is the manager of Aldel LLC and has voting and investment discretion with respect to the shares of common stock held of record by Aldel LLC. Mr. Kauffman disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

3. Simultaneously with the consummation of the initial public offering of Aldel Financial Inc., Aldel Investors LLC acquired, at a price of $10.00 per unit, 515,000 units (the "Private Units") in a private placement for an aggregate purchase price of $5,150,000. Each Private Unit consists of one share of Class A Common Stock and one-half of one Private Placement Warrant to purchase one share of Class A Common Stock at an exercise price of $11.50 per share.

4. Held by Aldel Investors LLC. Mr. Kauffman is the manager of Aldel Investors LLC and has voting and investment discretion with respect to the shares of common stock held of record by Aldel Investors LLC. Mr. Kauffman disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

5. The shares of Class A common stock are held as part of the PIPE units ("PIPE Units") of Aldel Financial Inc., with each PIPE Unit consisting of one share of Class A Common Stock, par value $0.0001 per share ("Common Stock") and 18% of one PIPE Warrant to purchase one share of Common Stock at an exercise price of $11.50 per share (the "PIPE Warrants"). The PIPE Units were purchased for $10.00 per share from Aldel Financial Inc.

6. As described in Aldel Financial Inc.'s definitive proxy statement dated November 10, 2021 under the heading "Description of Securities of Aldel- Founder Shares," the shares of Class B common stock of Aldel Financial Inc. were automatically converted into shares of Class A common stock at the time of the registrant's initial business combination on a one-for-one basis.

7. On January 11, 2021, Aldel Financial Inc. issued 4,675,000 shares of Class B Common Stock to Aldel Investors LLC for a purchase price of $20,326.09.

8. On December 2, 2021, upon closing of the initial business combination, the shares of Class B common stock converted into shares of Class A common stock on a one-for-one basis.

9. On January 15, 2021, the Aldel Investors LLC transferred an aggregate of 175,000 shares of Class B Common Stock to members of the Aldel Financial Inc.'s management and board of directors as well as senior advisors.

10. On January 15, 2021, Robert Kauffman received 25,000 shares of Class B Common Stock from Aldel Investors LLC.

11. Consists of 650,000 OTM Warrants purchased pursuant to the OTM Warrants Purchase Agreement, dated April 8, 2021, by and among Aldel Financial Inc., Aldel Investors LLC, a Delaware limited liability company, and FG SPAC Partners LP, a Delaware limited partnership. Each OTM Warrant is exercisable for one share of Class A Common Stock at an exercise price of $15.00 per share.

12. Pursuant to the Sponsor Warrant Lock-Up Agreement dated as of December 2, 2021, the Private Placement Warrants are not exercisable until the date on which the volume weighted average trading price of the Class A Common Stock exceeds $15.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing December 2, 2022, and the OTM Warrants are not exercisable until the date on which the volume weighted average trading price of the common stock of the Class A Common Stock exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing June 2, 2023.

13. The Public Warrants are exercisable beginning on April 12, 2022.

14. On March 25, 2021, Aldel Investors LLC forfeited to Aldel Financial Inc. for no consideration, 2,300,000 shares of Class B Common Stock.

Remarks:

Exhibit List: Exhibit 24 - Confirming Statement

	/s/ Barbara E. Matthews, Power of Attorney	02/14/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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SEC Form 5: Kauffman Robert I bought 4,015,000 shares and converted options into 2,225,000 shares