Sec Form 4 Filing - Fifth Wall Ventures Management GP, LLC @ Hippo Holdings Inc. - 2022-04-08

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Fifth Wall Ventures Management GP, LLC
2. Issuer Name and Ticker or Trading Symbol
Hippo Holdings Inc. [ HIPO]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
6060 CENTER DRIVE, 10TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
04/08/2022
(Street)
LOS ANGELES, CA90045
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 04/08/2022 J( 1 ) 25,472,672 D $ 0 25,974,574 I By Affiliate( 2 )( 3 )
Common Stock 04/08/2022 J( 1 ) 3,345,998 A $ 0 25,608,670 I By Affiliate( 2 )( 4 )
Common Stock 04/08/2022 J( 5 ) 229,301 D $ 0 229,302 I By Affiliate( 2 )( 6 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Fifth Wall Ventures Management GP, LLC
6060 CENTER DRIVE, 10TH FLOOR
LOS ANGELES, CA90045
X
Fifth Wall Ventures Management, L.P.
6060 CENTER DRIVE, 10TH FLOOR
LOS ANGELES, CA90045
X
Fifth Wall Ventures GP, LLC
6060 CENTER DRIVE, 10TH FLOOR
LOS ANGELES, CA90045
X
Fifth Wall Ventures, L.P.
6060 CENTER DRIVE, 10TH FLOOR
LOS ANGELES, CA90045
X
Fifth Wall Ventures SPV IV, L.P.
6060 CENTER DRIVE, 10TH FLOOR
LOS ANGELES, CA90045
X
Fifth Wall Ventures SPV XVII, L.P.
6060 CENTER DRIVE, 10TH FLOOR
LOS ANGELES, CA90045
X
Signatures
FIFTH WALL VENTURES MANAGEMENT GP, LLC; By: /s/ Andriy Mykhaylovskyy, Vice President 04/12/2022
Signature of Reporting Person Date
FIFTH WALL VENTURES MANAGEMENT, L.P.; By: Fifth Wall Ventures Management GP, LLC, its general partner; By: /s/ Andriy Mykhaylovskyy, Vice President 04/12/2022
Signature of Reporting Person Date
FIFTH WALL VENTURES GP, LLC; By: /s/ Andriy Mykhaylovskyy, Vice President 04/12/2022
Signature of Reporting Person Date
FIFTH WALL VENTURES, L.P.; By: Fifth Wall Ventures GP, LLC, its general partner; By: /s/ Andriy Mykhaylovskyy, Vice President 04/12/2022
Signature of Reporting Person Date
FIFTH WALL VENTURES SPV IV, L.P.; By: Fifth Wall Ventures GP, LLC, its general partner; By: /s/ Andriy Mykhaylovskyy, Vice President 04/12/2022
Signature of Reporting Person Date
FIFTH WALL VENTURES SPV XVII, L.P.; By: Fifth Wall Ventures GP, LLC, its general partner; By: /s/ Andriy Mykhaylovskyy, Vice President 04/12/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On April 8, 2022, Fifth Wall Ventures SPV IV, L.P. distributed, for no consideration, 3,345,998 shares of Common Stock to Fifth Wall Ventures, L.P. and 22,126,674 shares of Common Stock to LEN FW Investor, LLC.
( 2 )Fifth Wall Ventures GP, LLC is the general partner of Fifth Wall Ventures SPV XVII, L.P., Fifth Wall Ventures SPV IV, L.P. and Fifth Wall Ventures, L.P., each a Delaware limited partnership (the "Subsidiary Funds"). Fifth Wall Ventures Management, L.P. serves as the sole manager of Fifth Wall Ventures GP, LLC. Fifth Wall Ventures Management GP, LLC is the general partner of Fifth Wall Ventures Management, L.P. Each of Fifth Wall Ventures GP, LLC, Fifth Wall Ventures Management, L.P. and Fifth Wall Ventures Management GP, LLC expressly disclaims beneficial ownership of the shares held by each Subsidiary Fund. Each Subsidiary Fund expressly disclaims ownership of any shares held by any other Subsidiary Fund.
( 3 )Represents securities held by Fifth Wall Ventures SPV IV, L.P. Effective as of October 23, 2018, Fifth Wall Ventures SPV IV, L.P. granted LEN FW Investor, LLC an irrevocable voting proxy (the "Proxy") in respect of all shares held by Fifth Wall Ventures SPV IV, L.P. The 25,974,574 shares held directly by Fifth Wall Ventures SPV IV L.P. are subject to the Proxy.
( 4 )Represents securities held by Fifth Wall Ventures, L.P.
( 5 )On April 8, 2022, Fifth Wall Ventures SPV XVII, L.P. distributed, for no consideration, 229,301 shares of Common Stock to American Investment Holdings LLC.
( 6 )Represents securities held by Fifth Wall Ventures SPV XVII, L.P.

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