| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Velocity Financial, Inc. [ VEL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/06/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Private Placement Warrant | $2.96(5) | 03/06/2025 | D(1)(2)(7) | 892,777(3) | 08/13/2020 | 04/07/2025 | Common Stock | 892,777(3)(5) | (6) | 0 | I | Notes(2)(7) | |||
| Private Placement Warrant | $2.96(5) | 03/06/2025 | A(1)(2)(7) | 892,777(3) | 08/13/2020 | 05/07/2025 | Common Stock | 892,777(3)(5) | (6) | 892,777(3) | I | Notes(2)(7) | |||
| Private Placement Warrant | $4.94(5) | 03/06/2025 | D(1)(2)(7) | 446,389(4) | 08/13/2020 | 04/07/2025 | Common Stock | 446,389(4)(5) | (6) | 0 | I | Notes(2)(7) | |||
| Private Placement Warrant | $4.94(5) | 03/06/2025 | A(1)(2)(7) | 446,389(4) | 08/13/2020 | 05/07/2025 | Common Stock | 446,389(4)(5) | (6) | 446,389(4) | I | Notes(2)(7) | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. On March 6, 2025, the Issuer amended each Private Placement Warrant ("Warrant") held by each of Snow Phipps Group AIV, L.P. ("SPG AIV"), Snow Phipps Group AIV (Offshore), L.P. ("SPG AIV Offshore"), and Snow Phipps Group (RPV), L.P. ("SPG RPV") (collectively, the "Warrantholders") to extend the existing expiration date for the exercise of the Warrants from April 7, 2025, to May 7, 2025. |
| 2. This Form 4 is being filed by and behalf of: each of the Warrantholders; SPG GP, LLC, the general partner of each of the Warrantholders ("SPG GP"); and Ian K. Snow, who serves as the managing member of SPG GP (collectively, the "Reporting Persons"). |
| 3. Represents in the aggregate directly held warrants to purchase a number of shares of Common Stock, as follows: 841,408 shares by SPG AIV; 7,554 shares by SPG AIV Offshore; and 43,815 shares by SPG RPV. |
| 4. Represents in the aggregate directly held warrants to purchase a number of shares of Common Stock, as follows: 420,704 shares by SPG AIV; 3,777 shares by SPG AIV Offshore; 21,908 shares by SPG RPV. |
| 5. The exercise price and the number of shares of Common Stock issuable upon exercise of the Warrants are subject to adjustment, as set forth in the Warrants. |
| 6. Not applicable. |
| 7. 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 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 | 03/10/2025 | |
| ** 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. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||