Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
|
Velocity Financial, Inc. (Name of Issuer) |
Common Stock, $0.01 par value (Title of Class of Securities) |
92262D101 (CUSIP Number) |
Ian K. Snow SPG GP, LLC, 545 Madison Ave., 10th Floor New York, NY, 10022 (212) 508-3300 Doug Warner, Esq. Weil, Gotshal & Manges LLP, 767 Fifth Avenue New York, NY, 10153 (212) 310-8000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/06/2025 (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
|
| CUSIP No. | 92262D101 |
| 1 |
Name of reporting person
SPG GP, 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)
OO | ||||||||
| 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
13,611,931.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
38.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Rows 8, 10 and 11: Represents (i) 12,272,765 shares of Common Stock and (ii) 1,339,166 shares of Common Stock issuable upon exercise of Warrants, in each case, owned by Snow Phipps Group AIV, L.P. ("SPG AIV"), Snow Phipps Group (RPV), L.P. ("SPG RPV"), Snow Phipps Group (B), L.P. ("SPG B"), Snow Phipps Group AIV (Offshore), L.P. ("SPG AIV Offshore"), and SPG Co-Investment, L.P. ("SPG Co-Investment") in the aggregate (collectively, the "SPG Fund Entities"). SPG GP, LLC (the "General Partner") is the general partner of each of the SPG Fund Entities, and Ian K. Snow serves as the managing member of the General Partner. Row 13: Calculation of the percent is based on 34,015,492 shares of Common Stock outstanding as of March 3, 2025, as disclosed by the Issuer to the Reporting Person, plus the number of shares of Common Stock issuable upon exercise of Warrants included in Row 11 above.
SCHEDULE 13D
|
| CUSIP No. | 92262D101 |
| 1 |
Name of reporting person
Ian K. Snow | ||||||||
| 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)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
13,611,931.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
38.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Rows 8, 10 and 11: Represents (i) 12,272,765 shares of Common Stock and (ii) 1,339,166 shares of Common Stock issuable upon exercise of Warrants, in each case, owned by the SPG Fund Entities in the aggregate. Ian K. Snow serves as the managing member of the General Partner for each of the SPG Fund Entities. Row 13: Calculation of the percent is based on 34,015,492 shares of Common Stock outstanding as of March 3, 2025, as disclosed by the Issuer to the Reporting Person, plus the number of shares of Common Stock issuable upon exercise of Warrants included in Row 11 above.
SCHEDULE 13D
|
| CUSIP No. | 92262D101 |
| 1 |
Name of reporting person
Snow Phipps Group AIV, L.P. | ||||||||
| 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)
OO | ||||||||
| 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
12,583,107.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
35.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Rows 8, 10 and 11: Represents (i) 11,320,995 shares of Common Stock and (ii) 1,262,112 shares of Common Stock issuable upon exercise of Warrants, in each case, owned by the Reporting Person. Row 13: Calculation of the percent is based on 34,015,492 shares of Common Stock outstanding as of March 3, 2025, as disclosed by the Issuer to the Reporting Person, plus the number of shares of Common Stock issuable upon exercise of Warrants included in Row 11 above.
SCHEDULE 13D
|
| CUSIP No. | 92262D101 |
| 1 |
Name of reporting person
Snow Phipps Group (RPV), L.P. | ||||||||
| 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)
OO | ||||||||
| 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
655,358.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Rows 8, 10 and 11: Represents (i) 589,635 shares of Common Stock and (ii) 65,723 shares of Common Stock issuable upon exercise of Warrants, in each case, owned by the Reporting Person. Row 13: Calculation of the percent is based on 34,015,492 shares of Common Stock outstanding as of March 3, 2025, as disclosed by the Issuer to the Reporting Person, plus the number of shares of Common Stock issuable upon exercise of Warrants included in Row 11 above.
SCHEDULE 13D
|
| CUSIP No. | 92262D101 |
| 1 |
Name of reporting person
Snow Phipps Group (B), L.P. | ||||||||
| 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)
OO | ||||||||
| 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
61,719.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Rows 8, 10 and 11: Represents 61,719 shares of Common Stock owned by the Reporting Person. Row 13: Calculation of the percent is based on 34,015,492 shares of Common Stock outstanding as of March 3, 2025, as disclosed by the Issuer to the Reporting Person.
SCHEDULE 13D
|
| CUSIP No. | 92262D101 |
| 1 |
Name of reporting person
Snow Phipps Group AIV (Offshore), L.P. | ||||||||
| 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)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
262,896.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Rows 8, 10 and 11: Represents (i) 251,565 shares of Common Stock and (ii) 11,331 shares of Common Stock issuable upon exercise of Warrants, in each case, owned by the Reporting Person. Row 13: Calculation of the percent is based on 34,015,492 shares of Common Stock outstanding as of March 3, 2025, as disclosed by the Issuer to the Reporting Person, plus the number of shares of Common Stock issuable upon exercise of Warrants included in Row 11 above.
SCHEDULE 13D
|
| CUSIP No. | 92262D101 |
| 1 |
Name of reporting person
SPG Co-Investment, L.P. | ||||||||
| 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)
OO | ||||||||
| 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
48,851.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Rows 8, 10 and 11: Represents 48,851 shares of Common Stock owned by the Reporting Person. Row 13: Calculation of the percent is based on 34,015,492 shares of Common Stock outstanding as of March 3, 2025, as disclosed by the Issuer to the Reporting Person.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, $0.01 par value | |
| (b) | Name of Issuer:
Velocity Financial, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
2945 Townsgate Road, Suite 110, Westlake Village,
CALIFORNIA
, 91361. | |
Item 1 Comment:
This Amendment No. 2 ("Amendment No. 2") is filed by the undersigned Reporting Persons and amends the statement on Schedule 13D filed initially with the Securities and Exchange Commission on April 17, 2020, as subsequently amended (as amended, "Schedule 13D"), with respect to the common stock, par value $0.01 per share (the "Common Stock"), of Velocity Financial, Inc. (the "Issuer"). Capitalized terms used herein and not otherwise defined in this Amendment No. 2 have the meanings set forth in the Schedule 13D. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of Schedule 13D is supplemented as follows: On March 6, 2025, the Issuer amended each Warrant held by each of Snow Phipps Group AIV, L.P., Snow Phipps Group AIV (Offshore), L.P., and Snow Phipps Group (RPV), L.P. (collectively, the "Warrantholders") to extend the existing expiration date for the exercise of the Warrants from April 7, 2025, to May 7, 2025. The Warrantholders intend to exercise their Warrants on or prior to the expiration date if they are in-the-money. The amendments were made to allow for additional time, if needed, to comply with the Hart-Scott-Rodino Antitrust Improvement Acts of 1976, as amended, and the rules and regulations thereunder. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) of Schedule 13D is supplemented as follows: The responses of the Reporting Persons to Rows 11 and 13 (including any related Comment) on the cover pages of this Amendment No. 2, as of March 10, 2025, are incorporated herein by reference. As of March 10, 2025, the Reporting Persons beneficially owned 13,611,931 shares of Common Stock in the aggregate (including 1,339,166 shares issuable upon exercise of the Warrants), which represents 38.5% of the shares of the Common Stock outstanding, calculated pursuant to Rule 13d-3 under the Exchange Act, based on 34,015,492 shares of Common Stock outstanding as of March 3, 2025, as disclosed by the Issuer to the Reporting Persons, plus 1,339,166 shares of Common Stock issuable upon exercise of the Warrants by the Warrantholders. | |
| (b) | Item 5(b) of Schedule 13D is supplemented as follows: The responses of the Reporting Persons to Rows 7, 8, 9, and 10 (including any related Comment) on the cover pages of this Amendment No. 2, as of March 10, 2025, are incorporated herein by reference. | |
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 of Schedule 13D is supplemented as follows: Exhibit No. 99.11Joint Filing Agreement, dated March 10, 2025, by and among the Reporting Persons (filed herewith). | ||
| 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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