SEC Form SC 13D/A filed by Hippo Holdings Inc. (Amendment)

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 1)

 

 

Hippo Holdings Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

433539103

(CUSIP Number)

Kiyotaka Shuto

General Manager

Corporate Planning Department

Mitsui Sumitomo Insurance Co., Ltd.

9, Kanda-Surugadai

3-chome, Chiyoda-Ku

Tokyo, Japan

+81–3–3259–1302

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

February 26, 2024

(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-l(f) or 240.13d-l(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.

 

 

 

CUSIP No. 433539103		13D		Page 2 of 5 Pages

 

1		NAMES OF REPORTING PERSONS  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS [ENTITIES ONLY]    MS&AD Insurance Group Holdings, Inc.  Mitsui Sumitomo Insurance Co., Ltd. (TIN: 13-1957438)
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) ☐  (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS    WC
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)    ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION    Japan

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER    1,335,609
				8		SHARED VOTING POWER    -0-
				9		SOLE DISPOSITIVE POWER    1,335,609
				10		SHARED DISPOSITIVE POWER    -0-

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    1,335,609
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)    5.59% *
14		TYPE OF REPORTING PERSON    IC

 

•

Based on 23,887,240 shares of Common Stock, par value $0.0001 per share, of Hippo Holdings Inc. (the “Issuer”) outstanding as of October 24, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 filed with the Securities and Exchange Commission on November 2, 2023.

Explanatory Note

This Amendment No. 1 to Schedule 13D amends and supplements the information set forth in the Schedule 13D filed by MS & AD Insurance Group Holdings and Mitsui Sumitomo Insurance Co., Ltd. with the Securities and Exchange Commission on August 12, 2021 (the “Schedule 13D”). Except as set forth herein, this Amendment No. 1 does not modify any of the information previously reported in the Schedule 13D. A capitalized terms used but not otherwise defined herein have the respective meanings ascribed to such terms in the Schedule 13D.

 

Item 5.

Interest in Securities of the Issuer.

(a)-(b) The information set forth in the cover page above is incorporated herein by reference.

(c) During the 60-day period prior to the date of this Amendment No. 1, the Reporting Persons sold the number of shares of Common Stock indicated below pursuant to open market transactions:

 

Date		Number of Shares				Average Price Per Share
1/5/24			5,000			$	8.68
1/8/24			5,000				8.61
1/9/24			5,000				8.53
1/10/24			119				8.50
1/12/24			5,000				8.26
1/16/24			200				8.30
1/18/24			5,000				7.94
1/19/24			5,000				8.03
1/22/24			10,000				8.75
1/23/24			9,869				9.07
1/24/24			6,300				9.00
1/25/24			5,000				9.11
1/26/24			3,872				9.11
1/29/24			8,342				9.50
1/30/24			5,000				9.45
1/31/24			10,000				9.55
2/1/24			3,010				9.19
2/2/24			4,308				9.14
2/5/24			5,000				8.85
2/6/24			12,245				9.37
2/7/24			4,736				9.21
2/8/24			13,078				9.19
2/9/24			15,000				9.65
2/12/24			15,000				10.59
2/14/24			15,000				10.75
2/15/24			5,000				10.85
2/16/24			5,000				10.84
2/20/24			10,529				10.76
2/21/24			5,000				10.74
2/22/24			5,000				10.79
2/23/24			20,000				11.64
2/26/24			20,000				12.40

(d)–(e) Not Applicable.

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.