4//SEC Filing
Snow Ian K 4
Accession 0000899243-21-040011
CIK 0001692376other
Filed
Oct 11, 8:00 PM ET
Accepted
Oct 12, 9:57 PM ET
Size
19.9 KB
Accession
0000899243-21-040011
Insider Transaction Report
Form 4
Snow Phipps Group AIV, L.P.
Director10% Owner
Transactions
- Conversion
Series A Convertible Preferred Stock
2021-10-08−20,000→ 0 total(indirect: See Footnotes)Exercise: $3.85→ Common Stock (5,194,805 underlying) - Conversion
Common Stock
2021-10-08$3.85/sh+5,194,804$19,999,995→ 12,272,765 total(indirect: See footnotes)
Snow Ian K
Director10% Owner
Transactions
- Conversion
Common Stock
2021-10-08$3.85/sh+5,194,804$19,999,995→ 12,272,765 total(indirect: See footnotes) - Conversion
Series A Convertible Preferred Stock
2021-10-08−20,000→ 0 total(indirect: See Footnotes)Exercise: $3.85→ Common Stock (5,194,805 underlying)
SPG GP, LLC
Director10% Owner
Transactions
- Conversion
Common Stock
2021-10-08$3.85/sh+5,194,804$19,999,995→ 12,272,765 total(indirect: See footnotes) - Conversion
Series A Convertible Preferred Stock
2021-10-08−20,000→ 0 total(indirect: See Footnotes)Exercise: $3.85→ Common Stock (5,194,805 underlying)
Snow Phipps Group AIV (Offshore), L.P.
Director10% Owner
Transactions
- Conversion
Series A Convertible Preferred Stock
2021-10-08−20,000→ 0 total(indirect: See Footnotes)Exercise: $3.85→ Common Stock (5,194,805 underlying) - Conversion
Common Stock
2021-10-08$3.85/sh+5,194,804$19,999,995→ 12,272,765 total(indirect: See footnotes)
Snow Phipps Group (RPV), L.P.
Director10% Owner
Transactions
- Conversion
Series A Convertible Preferred Stock
2021-10-08−20,000→ 0 total(indirect: See Footnotes)Exercise: $3.85→ Common Stock (5,194,805 underlying) - Conversion
Common Stock
2021-10-08$3.85/sh+5,194,804$19,999,995→ 12,272,765 total(indirect: See footnotes)
Footnotes (4)
- [F1]Pursuant to a Securities Purchase Agreement, dated as of April 5, 2020, by and between Snow Phipps Group AIV, L.P. ("SPG AIV"), Snow Phipps Group (RPV), L.P. ("SPG RPV"), Snow Phipps Group AIV (Offshore) L.P. ("SPG AIV (Offshore)") and Velocity Financial, Inc. (the "Issuer"), SPG AIV, SPG RPV, and SPG AIV (Offshore) acquired from the Issuer an aggregate of (i) 20,000 newly issued shares of Series A Convertible Preferred Stock, par value $0.01 per share (the "Series A Preferred Stock"). The Series A Preferred Stock was not convertible until the Issuer obtained stockholder approval as required by applicable NYSE rules ("Stockholder Approval").
- [F2](continued from footnote 1) After the Issuer obtained Stockholder Approval, the Series A Preferred Stock was converted into, with respect to each share of Series A Preferred Stock so converted, the number of shares of Common Stock equal to the then applicable conversion rate (plus cash in lieu of fractional shares) at any time, in whole or in part, at the option of SPG AIV, SPG RPV, and SPG AIV (Offshore) (or a respective permitted transferee) at a conversion price of $3.85 per share of Common Stock. The conversion rate for the Series A Preferred Stock is 259.74. The preferred stock is perpetual and therefore has no expiration date.
- [F3]This form 4 is being filed by and on behalf of each of the following: Ian K. Snow, who serves as the managing member of SPG GP, LLC, the general partner of Snow Phipps Group AIV, L.P., Snow Phipps Group (RPV), L.P., and Snow Phipps Group AIV (Offshore) L.P. (Ian K. Snow, collectively, with SPG GP LLC, Snow Phipps Group AIV, L.P., Snow Phipps Group (RPV), L.P., and Snow Phipps Group AIV (Offshore) L.P., the "Reporting Persons"). Represents (i) 4,895,844 shares of Common Stock held directly by Snow Phipps Group AIV, L.P., (ii) 255,064 shares of Common Stock held directly by Snow Phipps Group (RPV), L.P., and 43,896 shares of Common Stock held directly by Snow Phipps Group AIV (Offshore) L.P. Other than Snow Phipps Group AIV, L.P., Snow Phipps Group (RPV), L.P., and Snow Phipps Group AIV (Offshore) L.P. the Reporting Persons do not themselves directly hold any Common Stock.
- [F4]Each of the Reporting Persons disclaims beneficial ownership of the securities to the extent it exceeds their pecuniary interest therein
Issuer
Velocity Financial, Inc.
CIK 0001692376
Entity typeother
Related Parties
1- filerCIK 0001327044
Filing Metadata
- Form type
- 4
- Filed
- Oct 11, 8:00 PM ET
- Accepted
- Oct 12, 9:57 PM ET
- Size
- 19.9 KB