0001193125-17-311964.txt : 20171018 0001193125-17-311964.hdr.sgml : 20171018 20171017185702 ACCESSION NUMBER: 0001193125-17-311964 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20171018 DATE AS OF CHANGE: 20171017 GROUP MEMBERS: TWELVE CAPITAL HOLDING AG GROUP MEMBERS: URS RAMSEIER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Heritage Insurance Holdings, Inc. CENTRAL INDEX KEY: 0001598665 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 455338504 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-88559 FILM NUMBER: 171141575 BUSINESS ADDRESS: STREET 1: 2600 MCCORMICK DRIVE STREET 2: SUITE 300 CITY: CLEARWATER STATE: FL ZIP: 33759 BUSINESS PHONE: 7273627202 MAIL ADDRESS: STREET 1: 2600 MCCORMICK DRIVE STREET 2: SUITE 300 CITY: CLEARWATER STATE: FL ZIP: 33759 FORMER COMPANY: FORMER CONFORMED NAME: Heritage Insurance Holdings, LLC DATE OF NAME CHANGE: 20140130 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Twelve Capital AG CENTRAL INDEX KEY: 0001719785 IRS NUMBER: 000000000 STATE OF INCORPORATION: V8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 101 DUFOURSTRASSE CITY: ZURICH STATE: V8 ZIP: 8008 BUSINESS PHONE: 41.0.44.5000.120 MAIL ADDRESS: STREET 1: 101 DUFOURSTRASSE CITY: ZURICH STATE: V8 ZIP: 8008 SC 13G 1 d467612dsc13g.htm SC 13G SC 13G

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO

RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

 

 

Heritage Insurance Holdings, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

42727J102

(CUSIP Number)

October 4, 2017

(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)

☐ Rule 13d-1(c)

☐ Rule 13d-1(d)

 

 

 

 

1

CUSIP No. 42727J102    13G   

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

Twelve Capital AG

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Switzerland

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    5    

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

1,461,083

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

1,461,083

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,461,083

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

 

☐

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

5.0% **

12  

TYPE OF REPORTING PERSON*

 

IA, CO

 

* SEE INSTRUCTIONS BEFORE FILLING OUT
** SEE ITEM 4(b).

 

2

CUSIP No. 42727J102    13G   

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

Twelve Capital Holding AG

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Switzerland

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    5    

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

1,461,083

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

1,461,083

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,461,083

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

 

☐

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

5.0% **

12  

TYPE OF REPORTING PERSON*

 

HC, CO

 

* SEE INSTRUCTIONS BEFORE FILLING OUT
** SEE ITEM 4(b).

 

3

CUSIP No. 42727J102    13G   

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

Urs Ramseier

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Switzerland

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    5    

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

1,461,083

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

1,461,083

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,461,083

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

 

☐

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

5.0% **

12  

TYPE OF REPORTING PERSON*

 

HC, IN

 

* SEE INSTRUCTIONS BEFORE FILLING OUT
** SEE ITEM 4(b).

 

4

SCHEDULE 13G

This Schedule 13G (this “Schedule 13G”) is being filed on behalf of Twelve Capital AG, a Switzerland company limited by shares (“Twelve Capital”), Twelve Capital Holding AG, a Switzerland company limited by shares and the sole shareholder of Twelve Capital (“Twelve Capital Holding”), and Urs Ramseier, the managing partner of Twelve Capital, relating to Common Stock, par value $0.0001 per share (the “Common Stock”), of Heritage Insurance Holdings, Inc., a Delaware corporation (the “Issuer”).

This Schedule 13G relates to Common Stock of the Issuer purchased by Twelve Capital through the accounts of certain private funds and/or accounts managed by Twelve Capital (collectively, the “Twelve Capital Accounts”). Twelve Capital serves as the investment adviser to the Twelve Capital Accounts and may direct the vote and dispose of the 1,461,083 shares of Common Stock held by the Twelve Capital Accounts. As the sole shareholder of Twelve Capital, Twelve Capital Holding may direct the vote and disposition of the 1,461,083 shares of Common Stock held by the Twelve Capital Accounts. As the managing partner of Twelve Capital, Mr. Ramseier may direct the vote and disposition of the 1,461,083 shares of Common Stock held by the Twelve Capital Accounts.

 

Item 1(a) Name of Issuer.

Heritage Insurance Holdings, Inc.

 

Item 1(b) Address of Issuer’s Principal Executive Offices.

2600 McCormick Drive, Suite 300

Clearwater, Florida 33759

 

Item 2(a) Name of Person Filing.

Twelve Capital AG (“Twelve Capital”), Twelve Capital Holding AG (“Twelve Capital Holding”) and Mr. Urs Ramseier.

 

Item 2(b) Address of Principal Business Office, or, if none, Residence.

Twelve Capital AG

Dufourstrasse 101

8008 Zürich

 

Item 2(c) Citizenship or Place of Organization.

Twelve Capital is a company limited by shares organized under the laws of Switzerland. Twelve Capital Holding is a company limited by shares organized under the laws of Switzerland. Mr. Ramseier is a citizen of Switzerland.

 

5

Item 2(d) Title of Class of Securities.

Common Stock, par value $0.0001 per share (the “Common Stock”).

 

Item 2(e) CUSIP Number.

42727J102

 

Item 3 Reporting Person.

Inapplicable

 

Item 4 Ownership.

 

  (a) Twelve Capital, Twelve Capital Holding and Mr. Ramseier are the beneficial owners of 1,461,083 shares of Common Stock.

 

  (b) Twelve Capital, Twelve Capital Holding and Mr. Ramseier are the beneficial owners of 5.0% of the outstanding Common Stock. This percentage is determined by dividing 1,461,083 by 29,056,421, the number of shares of Common Stock issued and outstanding as of August 3, 2017, as reported in the Issuer’s Form 10-Q filed on August 9, 2017.

 

  (c) Twelve Capital, as the investment adviser to the Twelve Capital Accounts, may direct the vote and dispose of the 1,461,083 shares of Common Stock held by the Twelve Capital Accounts. As the sole shareholder of Twelve Capital, Twelve Capital Holding may direct the vote and disposition of the 1,461,083 shares of Common Stock held by the Twelve Capital Accounts. As the managing partner of Twelve Capital, Mr. Ramseier may direct the vote and disposition of the 1,461,083 shares of Common Stock held by the Twelve Capital Accounts.

 

Item 5 Ownership of Five Percent or Less of a Class.

Inapplicable.

 

Item 6 Ownership of More Than Five Percent on Behalf of Another Person.

Inapplicable.

 

Item 7 Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company.

Inapplicable.

 

Item 8 Identification and Classification of Members of the Group.

Inapplicable.

 

6

Item 9 Notice of Dissolution of Group.

Inapplicable.

 

Item 10 Certification.

By signing below each of the Reporting Persons certifies that, to the best of such person’s 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.

Exhibits     Exhibit 99.1

Joint Filing Agreement dated October 17, 2017, by and among Twelve Capital, Twelve Capital Holding and Mr. Ramseier.

 

7

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: October 17, 2017

 

TWELVE CAPITAL AG
By:  

/s/ Urs Ramseier

  Urs Ramseier
  Managing Partner
TWELVE CAPITAL HOLDING AG
By:  

/s/ Urs Ramseier

  Urs Ramseier
  Board Member

/s/ Urs Ramseier

Urs Ramseier

 

8

EX-99.1 2 d467612dex991.htm EX-99.1 EX-99.1

EXHIBIT 99.1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock, par value $0.0001 per share, of Heritage Insurance Holdings, Inc., a Delaware corporation, and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.

The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.

This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of October 17, 2017.

 

TWELVE CAPITAL AG
By:  

/s/ Urs Ramseier

  Urs Ramseier
  Managing Partner
TWELVE CAPITAL HOLDING AG
By:  

/s/ Urs Ramseier

  Urs Ramseier
  Board Member

/s/ Urs Ramseier

Urs Ramseier