SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Pinkovezky Aviad

(Last) (First) (Middle)
C/O HIPPO HOLDINGS INC.
150 FOREST AVENUE

(Street)
PALO ALTO CA 94301

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Hippo Holdings Inc. [ HIPO ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Product Officer
3. Date of Earliest Transaction (Month/Day/Year)
08/04/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
08/04/2021
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 08/04/2021 A 1,970,920 A (1) 1,970,920(2) I See footnote(3)
Common Stock 08/04/2021 D(4) 300,000 D (4) 1,670,920 I See footnote(3)
Common Stock 08/04/2021 A 139,081 A (1) 139,081 I See footnote(5)
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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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
Stock Option (Right to Buy) $0.16 08/04/2021 A 86,929 (6) 01/23/2028 Common Stock 86,929 (1) 86,929 D
Stock Option (Right to Buy) $0.34 08/04/2021 A 260,787 (7) 01/22/2029 Common Stock 260,787 (1) 260,787 D
Stock Option (Right to Buy) $0.34 08/04/2021 A 405,674 (8) 05/14/2029 Common Stock 405,674 (1) 405,674 D
Stock Option (Right to Buy) $1.06 08/04/2021 A 347,716 (9) 12/03/2030 Common Stock 347,716 (1) 347,716 D
Explanation of Responses:
1. Pursuant to the business combination of Hippo Holdings Inc. (the "Issuer") and Hippo Enterprises Inc. ("Old Hippo"), each share of Old Hippo outstanding common stock was automatically converted into the right to shares of the Issuer's Common Stock based on a 1 to 6.95433 conversion ratio ("Conversion Ratio"). In addition, each outstanding Old Hippo equity award was automatically converted into a corresponding equity award of the Issuer based on the Conversion Ratio and with the same terms and vesting conditions as the Old Hippo equity awards.
2. The original Form 4 filed by the Reporting Person on 8/4/2021 contained administrative errors. This Form 4/A corrects the aforementioned errors and accurately reflects the Reporting Person's ownership.
3. Shares held by Pinkovezky 2019 Living Trust.
4. Shares redeemed by the Issuer at a price per share of $10 in a transaction exempt pursuant to Rule 16b-3(e).
5. Shares held by NORTH POINT TRUST COMPANY, LLC, as Trustee of the EDP FAMILY IRREVOCABLE TRUST dated April 3, 2021.
6. 1/48th of the shares underlying the option vest on each monthly anniversary measured from January 23, 2018, subject to the Reporting Person continuing to provide services to the Issuer through the applicable vesting date.
7. 1/48th of the shares underlying the option vest on each monthly anniversary measured from January 23, 2019, subject to the Reporting Person continuing to provide services to the Issuer through the applicable vesting date.
8. 1/48th of the shares underlying the option vest on each monthly anniversary measured from May 13, 2019, subject to the Reporting Person continuing to provide services to the Issuer through the applicable vesting date.
9. 1/48th of the shares underlying the option vest on each monthly anniversary measured from December 1, 2020, subject to the Reporting Person continuing to provide services to the Issuer through the applicable vesting date.
Remarks:
/s/ Stewart Ellis, as Attorney-in-Fact for Aviad Pinkovezky 08/19/2021
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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