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. 3)*
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Hagerty, Inc. (Name of Issuer) |
Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) |
405166109 (CUSIP Number) |
Richard R. Grinnan 4521 Highwoods Parkway, Glen Allen, VA, 23060 (804) 747-0136 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
04/16/2025 (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
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| CUSIP No. | 405166109 |
| 1 |
Name of reporting person
MARKEL GROUP INC. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
VIRGINIA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
79,380,265.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
47.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
(1) The quantity reported in Row 7, Row 9, and Row 11 includes 75,000,000 shares of Class V Common Stock (as defined in the Original Schedule 13D) and an equal number of OpCo Units (as defined in the Original Schedule 13D), which are, together, exchangeable, at the option of the holder, on a one-for-one basis for a share of Class A Common Stock (as defined herein) or, if certain conditions set forth in the Amended and Restated Exchange Agreement (as defined in Amendment No. 1) are met, an equivalent value in cash at the option of the Company (as defined herein). (2) The quantity reported in Row 7, Row 9, and Row 11 includes 1,272,265 shares of Class A Common Stock that the Reporting Person has the right to acquire within 60 days as a result of the conversion mechanisms of the Series A Preferred Stock (as defined in Amendment No. 1), which are exchangeable, at the option of the Reporting Person, into shares of Class A Common Stock at the Conversion Rate (as defined in Amendment No. 1). (3) Percent of class represented by amount in Row 11 is based on the sum of (i) 90,040,663 shares of Class A Common Stock outstanding as of February 20, 2025, based on the Company's annual report on Form 10-K filed with the SEC (as defined in the Original Schedule 13D) on March 4, 2025; (ii) 75,000,000 shares of Class A Common Stock that could be issued upon conversion of Class V Common Stock and OpCo Units held by the Reporting Person; and (iii) 1,272,265 shares of Class A Common Stock that could be issued upon conversion of Series A Preferred Stock held by the Reporting P
erson, each of (ii) and (iii) of which have been added to the total shares of Class A Common Stock outstanding for purposes of calculating the Reporting Person's beneficial ownership percentage in accordance with Rule 13d-3(d)(1)(i) under the Act. Notwithstanding the percentage reported herein, based on the aggregate total of Class A Common Stock and Class V Common Stock outstanding, and the voting power assigned to each class, the Reporting Person controls approximately 28.9% of the voting power of the Company.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Common Stock, par value $0.0001 per share | |
| (b) | Name of Issuer:
Hagerty, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
121 Drivers Edge, Traverse City,
MICHIGAN
, 49684. | |
Item 1 Comment:
Markel Group Inc. (f/k/a Markel Corporation), a Virginia corporation ("Markel Group" or the "Reporting Person") is hereby filing this Amendment No. 3 (this "Amendment No. 3") to the Schedule 13D filed by the Reporting Person on December 10, 2021 (the "Original Schedule 13D"), as amended by Amendment No. 1 filed by the Reporting Person on June 27, 2023 ("Amendment No. 1") and Amendment No. 2 filed by the Reporting Person on July 8, 2024 ("Amendment No. 2" and collectively, the "Schedule 13D"), relating to the Class A Common Stock, par value $0.0001 per share (the "Class A Common Stock") of Hagerty, Inc., a Delaware corporation (the "Company"). Capitalized terms used in this Amendment No. 3 and not otherwise defined herein have the meanings set forth in the Schedule 13D. Except as specifically provided herein, this Amendment No. 3 does not modify any of the information previously reported in the Schedule 13D. | ||
| Item 2. | Identity and Background | |
| (a) | The Schedule 13D is being filed by Markel Group Inc., a Virginia corporation ("Markel Group" or the "Reporting Person"). Markel Group is a publicly traded, diverse financial holding company whose principal business is to market and underwrite specialty insurance products. Its common shares, no par value, trade on the New York Stock Exchange under the symbol "MKL." The address and principal office of Markel Group is 4521 Highwoods Parkway, Glen Allen, Virginia 23060. | |
| (b) | The response to Item 2(a) of the Schedule 13D is incorporated by reference herein. | |
| (c) | The name, business address, present principal occupation or employment, and citizenship of each director and each executive officer of Markel Group, as well as the number of shares of Class A Common Stock beneficially owned by each person, as applicable, are set forth in Annex A hereto and are incorporated by reference herein. | |
| (d) | During the last five years, none of Markel Group or, to the best of its knowledge, any person listed on Annex A hereto, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | During the last five years, none of Markel Group or, to the best of its knowledge, any person listed on Annex A hereto has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| (f) | The response to Item 2(a) of the Schedule 13D is incorporated by reference herein. | |
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended and supplemented as follows: F. Michael Crowley, a former Executive Consultant to, and retired Vice Chairman of, Markel Group, who currently serves as a director on the Company's board of directors (the "Board") will not stand for re-election to the Board at the Company's annual meeting to be held on June 3, 2025 (the "Annual Meeting"). Markel Group has selected Michael R. Heaton, Executive Vice President and Chief Operating Officer of Markel Group, to replace Mr. Crowley as Markel Group's designee on the Board, and the Company has agreed to nominate Mr. Heaton for election to the Board at the Annual Meeting. Mr. Heaton's selection as Markel Group's designee on the Board is subject to Mr. Crowley ceasing to be a member of the Board immediately prior to the Annual Meeting and Mr. Heaton's election as a director at the Annual Meeting. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) of the Schedule 13D is hereby amended and supplemented as follows: As of the date of this Amendment No. 3, the Reporting Person may be deemed to be the beneficial owner of 79,380,265 shares of Class A Common Stock, or approximately 47.7% of the shares of Class A Common Stock outstanding. The Reporting Person's beneficial ownership is composed of (i) 75,000,000 shares of Class V Common Stock and an equal number of OpCo Units, which are, together, exchangeable, at the option of the holder, on a one-for-one basis for a share of Class A Common Stock or, if certain conditions set forth in the Amended and Restated Exchange Agreement are met, an equivalent value in cash at the option of the Company; (ii) 1,590,668 shares of Series A Preferred Stock, which are exchangeable, at the option of the Reporting Person, into 1,272,265 shares of Class A Common Stock at the Conversion Rate, which is subject to customary anti-dilution protections; and (iii) 3,108,000 shares of Class A Common Stock. Each share of Class V Common Stock has no incidents of economic ownership and has ten (10) votes per share until the earlier of (i) December 2, 2036, and (ii) transfer to a non-qualified transferee, after which it has one (1) vote per share. The Series A Preferred Stock votes together with the Class A Common Stock on an as-converted basis (one vote per share), and not as a separate class. The beneficial ownership percentage reported herein was calculated based on the sum of (i) 90,040,663 shares of Class A Common Stock outstanding as of February 20, 2025, based on the Company's annual report on Form 10-K filed with the SEC on March 4, 2025; (ii) 75,000,000 shares of Class A Common Stock that could be issued upon conversion of Class V Common Stock and OpCo Units held by the Reporting Person; and (iii) 1,272,265 shares of Class A Common Stock that could be issued upon conversion of Series A Preferred Stock held by the Reporting Person, each of (ii) and (iii) of which have been added to the total shares of Class A Common Stock outstanding for purposes of calculating the Reporting Person's beneficial ownership percentage in accordance with Rule 13d-3(d)(1)(i) under the Act. Notwithstanding the percentage reported herein, based on the aggregate total of Class A Common Stock and Class V Common Stock outstanding, and the voting power assigned to each class, the Reporting Person controls approximately 28.9% of the voting power of the Company. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Schedule 13D is hereby amended and supplemented as follows: The response to Item 4 of this Amendment No. 3 is incorporated by reference herein. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 of the Schedule 13D is hereby amended and supplemented as follows: Exhibit 99.13:Annex A, dated April 18, 2025 | ||
| 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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