SEC FORM 4

SEC FORM 4 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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

SPG GP, LLC

(Last)

(First)

(Middle)

545 MADISON AVENUE, 10TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Velocity Financial, Inc. [ VEL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/27/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/27/2025		M⁽⁵⁾		892,777⁽²⁾	A	$2.96	13,165,542	I	Notes⁽¹⁾⁽⁷⁾⁽⁸⁾
Common Stock	03/27/2025		M⁽⁵⁾		446,389⁽³⁾	A	$4.94	13,611,931	I	Notes⁽¹⁾⁽⁷⁾⁽⁸⁾
Common Stock	03/27/2025		F⁽⁵⁾		258,828⁽⁶⁾	D	$18.73	13,353,103	I	Notes⁽¹⁾⁽⁷⁾⁽⁸⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Private Placement Warrant (right to buy)	$2.96	03/27/2025		M⁽⁵⁾			892,777⁽²⁾	08/13/2020	05/07/2025	Common Stock	892,777⁽²⁾	⁽⁴⁾	0	I	Notes⁽¹⁾⁽⁸⁾
Private Placement Warrant (right to buy)	$4.94	03/27/2025		M⁽⁵⁾			446,389⁽³⁾	08/13/2020	05/07/2025	Common Stock	446,389⁽³⁾	⁽⁴⁾	0	I	Notes⁽¹⁾⁽⁸⁾

1. Name and Address of Reporting Person^*

SPG GP, LLC

(Last)

(First)

(Middle)

545 MADISON AVENUE, 10TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Snow Ian K

(Last)

(First)

(Middle)

545 MADISON AVENUE, 10TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Snow Phipps Group AIV, L.P.

(Last)

(First)

(Middle)

545 MADISON AVENUE, 10TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Snow Phipps Group (RPV), L.P.

(Last)

(First)

(Middle)

545 MADISON AVENUE, 10TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Snow Phipps Group AIV (Offshore), L.P.

(Last)

(First)

(Middle)

545 MADISON AVENUE, 10TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Snow Phipps Group (B), L.P.

(Last)

(First)

(Middle)

545 MADISON AVENUE, 10TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

SPG Co-Investment, L.P.

(Last)

(First)

(Middle)

545 MADISON AVENUE, 10TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. This Form 4 is being filed by and behalf of: Snow Phipps Group AIV, L.P. ("SPG AIV"), Snow Phipps Group (RPV), L.P. ("SPG RPV"), Snow Phipps Group (B), L.P. ("SPG B"), Snow Phipps Group AIV (Offshore), L.P. ("SPG AIV Offshore"), and SPG Co-Investment, L.P. ("SPG Co-Investment") (collectively, the "SPG Fund Entities"); SPG GP, LLC, the general partner of each of the SPG Fund Entities ("SPG GP"); and Ian K. Snow, who serves as the managing member of SPG GP (collectively, the "Reporting Persons").

2. Represents in the aggregate directly held Private Placement Warrants ("Warrants") exercised for shares of Common Stock, as follows: 841,408 shares by SPG AIV; 43,815 shares by SPG RPV; and 7,554 shares by SPG AIV Offshore.

3. Represents in the aggregate directly held Warrants exercised for shares of Common Stock, as follows: 420,704 shares by SPG AIV; 21,908 shares by SPG RPV; and 3,777 shares by SPG AIV Offshore.

4. Not applicable.

5. Cashless exercise of all of the Warrants.

6. The cashless exercise resulted in the withholding of Common Stock by the Issuer of (i) 243,933 shares for SPG AIV, (ii) 12,704 shares for SPG RPV, and (iii) 2,191 shares for SPG AIV Offshore, in each case, determined using the last sale price of the Common Stock on March 27, 2025, of $18.73 per share, pursuant to the terms of the Warrants.

7. Following the cashless exercise of all the Warrants, represents in the aggregate shares of Common Stock directly held as follows: 12,339,174 shares by SPG AIV; 642,654 shares by SPG RPV; 61,719 shares by SPG B; 260,705 shares by SPG AIV Offshore; and 48,851 shares by SPG Co-Investment.

8. Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of such Reporting Person's pecuniary interest, and this reports shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended ("Section 16"), or for any other purpose. Messrs. John Pless and Alan Mantel, each a partner of SPG GP and/or one or more of of its affiliates, were appointed to the board of directors of the Issuer as a representative of the Reporting Persons. Solely for purposes of Section 16, the Reporting Persons are deemed directors-by-deputization. Information with respect to each Reporting Person is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.

Remarks:

Exhibit 99.1 (Signatures and Joint Filer Information) is incorporated herein by reference.

	See Exhibit 99.1 for Signatures	03/31/2025
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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Director Spg Gp, Llc covered exercise/tax liability with 258,828 shares and exercised 1,339,166 shares at a strike of $3.62 (SEC Form 4)