Securities and Exchange Commission
Washington, D.C. 20549
Schedule 13G
(Rule 13d-102)
Information to be Included in Statements Filed Pursuant
to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed
Pursuant to § 240.13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )*
UWM Holdings Corporation
(Name of Issuer)
Class A Common Stock, par value $0.0001 per share
(Title of Class of Securities)
91823B109
(CUSIP Number)
December 31, 2021
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ¨ | Rule 13d-1(b) |
| x | Rule 13d-1(c) |
| ¨ | Rule 13d-1(d) |
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in 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).
| CUSIP No. 91823B109 | Schedule 13G | Page 1 of 6 |
| 1 | Names of Reporting Persons
Platinum Equity, LLC | |
| 2 | Check the Appropriate Box if a Member of a Group | (a) ¨ (b) ¨ |
| 3 | SEC Use Only
| |
| 4 | Citizenship or Place of Organization
Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 |
Sole Voting Power
0 |
| 6 |
Shared Voting Power
6,909,320 | |
| 7 |
Sole Dispositive Power
0 | |
| 8 |
Shared Dispositive Power
6,909,320 |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
6,909,320 |
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable |
| 11 | Percent of Class Represented by Amount in Row 9
7.2% |
| 12 | Type of Reporting Person
OO (Limited Liability Company) |
| CUSIP No. 91823B109 | Schedule 13G | Page 2 of 6 |
| 1 | Names of Reporting Persons
Tom Gores | |
| 2 | Check the Appropriate Box if a Member of a Group | (a) ¨ (b) ¨ |
| 3 | SEC Use Only
| |
| 4 | Citizenship or Place of Organization
United States | |
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 |
Sole Voting Power
0 |
| 6 |
Shared Voting Power
6,909,320 | |
| 7 |
Sole Dispositive Power
0 | |
| 8 |
Shared Dispositive Power
6,909,320 |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
6,909,320 |
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable |
| 11 | Percent of Class Represented by Amount in Row 9
7.2% |
| 12 | Type of Reporting Person
IN |
| CUSIP No. 91823B109 | Schedule 13G | Page 3 of 6 |
| ITEM 1. | (a) | Name of Issuer: |
UWM Holdings Corporation (the “Issuer”).
| (b) | Address of Issuer’s Principal Executive Offices: |
585 South Boulevard E., Pontiac, MI 48341.
| ITEM 2. | (a) | Name of Person Filing: |
Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:
Platinum Equity, LLC
Tom Gores
| (b) | Address or Principal Business Office: |
The principal business address of each of the Reporting Persons is 360 North Crescent Drive, Beverly Hills, CA 90210.
| (c) | Citizenship of each Reporting Person is: |
Platinum Equity, LLC is organized under the laws of the State of Delaware. Tom Gores is a citizen of the United States.
| (d) | Title of Class of Securities: |
Class A Common Stock, par value $0.0001 per share (“Common Stock”).
| (e) | CUSIP Number: |
91823B109
| ITEM 3. |
Not applicable.
| CUSIP No. 91823B109 | Schedule 13G | Page 4 of 6 |
| ITEM 4. | Ownership. |
(a-c)
The ownership information presented below represents beneficial ownership of Common Stock of the Issuer as of the date hereof, based upon 93,654,269 shares of Common Stock outstanding as of November 6, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2023.
| Reporting Person | Amount beneficially owned | Percent of class: | Sole power to vote or to direct the vote: | Shared power to vote or to direct the vote: | Sole power to dispose or to direct the disposition of: | Shared power to dispose or to direct the disposition of: | ||||||||||||||||||
| Platinum Equity, LLC | 6,909,320 | 7.2 | % | 0 | 6,909,320 | 0 | 6,909,320 | |||||||||||||||||
| Tom Gores | 6,909,320 | 7.2 | % | 0 | 6,909,320 | 0 | 6,909,320 | |||||||||||||||||
Tom Gores is the manager of Platinum Equity, LLC, which is the record holder of 4,894,101 shares of Common Stock and warrants exercisable for 2,015,219 shares of Common Stock.
| ITEM 5. | Ownership of Five Percent or Less of a Class. |
Not applicable.
| ITEM 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
| ITEM 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. |
Not applicable.
| ITEM 8. | Identification and Classification of Members of the Group. |
Not applicable.
| ITEM 9. | Notice of Dissolution of Group. |
Not applicable.
| ITEM 10. | Certification. |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
| CUSIP No. 91823B109 | Schedule 13G | Page 5 of 6 |
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.
| Date: | February 13, 2024 |
| Platinum Equity, LLC | ||
| By: | /s/ Mary Ann Sigler | |
| Name: | Mary Ann Sigler | |
| Title: | Executive Vice President, Chief Financial Officer and Treasurer | |
| Tom Gores | ||
| By: | /s/ Mary Ann Sigler | |
| Name: | Mary Ann Sigler | |
| Title: | Attorney-in-Fact | |
| CUSIP No. 91823B109 | Schedule 13G | Page 6 of 6 |
LIST OF EXHIBITS
| Exhibit No. | Description |
| 24 | Power of Attorney. |
| 99 | Joint Filing Agreement. |
Exhibit 24
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Mary Ann Sigler as the undersigned’s true and lawful attorney-in-fact, with full power of substitution, for and in the name, place and stead of the undersigned, in any and all capacities, to:
(1) prepare and execute for and on behalf of the undersigned Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder, including any joint filing agreement thereunder, and do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, or complete and execute any amendment or amendments thereto;
(2) prepare and execute for and on behalf of the undersigned reports of ownership on Schedule 13D or 13G under the Securities Exchange Act of 1934 and the rules thereunder, including any joint filing agreement thereunder, and do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such reports or schedules, and complete and execute any amendment or amendments thereto; and
(3) timely file such forms with the U.S. Securities and Exchange Commission and any stock exchange or similar authority, and to take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as she might or could do in person, hereby ratifying and confirming all that said attorney- in-fact, or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 19th day of October, 2018.
| Tom Gores | |
| /s/ Tom Gores |
Exhibit 99
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13G. Each of them is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of February 13, 2024.
| Platinum Equity, LLC | ||
| By: | /s/ Mary Ann Sigler | |
| Name: | Mary Ann Sigler | |
| Title: | Executive Vice President, Chief Financial Officer and Treasurer | |
| Tom Gores | ||
| By: | /s/ Mary Ann Sigler | |
| Name: | Mary Ann Sigler | |
| Title: | Attorney-in-Fact | |