SEC Form SC 13D/A filed by Hagerty Inc. (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

Stephen M. McManus

State Farm Mutual Automobile Insurance Company

One State Farm Plaza

Bloomington, IL 61710

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1 (e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

The information required on 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 (the “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).

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

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⁽¹⁾  Includes 9,000,000 shares of Class A Common Stock that the Reporting Person has the right to acquire within 60 days upon exercise of Warrants (as defined in the Original 13D).

 

⁽²⁾  Percentage based on the sum of (i) 83,202,969 shares of Class A Common Stock outstanding as of October 21, 2022 pursuant to the Company’s Form 10-Q for the quarterly period ended September 30, 2022 and (ii) 9,000,000 shares of Class A Common Stock issuable upon exercise of warrants held by the Reporting Person which have been added to the total Class A Common Stock shares outstanding for purposes of calculating the Reporting Person’s beneficial ownership percentage in accordance with Rule 13d-3(d)(1)(i) under the Act. The percentage does not give effect to the issuance of shares of Class A Common Stock issuable upon exercise or conversion of warrants, options or shares of the Company’s Class V Common Stock held by other parties.  Notwithstanding the percentage reported herein, based on the aggregate total of Class A and Class V Common Stock outstanding, and the voting power assigned to each class, the Reporting Person controls approximately 2.3% of the voting power of the Company.

 

Explanatory Note: This Amendment No. 1 (“Amendment No. 1”) amends the Schedule 13D filed by State Farm Mutual Automobile Insurance Company (“State Farm” or “Reporting Person”) on December 10, 2021 (the “Original 13D”).  This Amendment No. 1 is being filed solely to supersede the Schedule 13G that was inadvertently filed by the Reporting Person on January 31, 2023.  Since the date of the Original 13D, there has not been any material change in the facts set forth in the Original 13D and the Reporting Person has not acquired or disposed of beneficial ownership of securities of the Issuer. As reported on the cover page to this Amendment No. 1, the Reporting Person’s beneficial ownership percentage has decreased since the date of the Original 13D solely as a result of a change in the total number of outstanding shares of the Issuer.  Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported in the Original 13D.

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.

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