UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Amendment No. )*
Under the Securities Exchange Act of 1934
UWM Holdings Corporation
(Name of Issuer)
Class A Common Stock, par value $0.0001
(Title of Class of Securities)
91823B109
(CUSIP Number)
December 31, 2020
(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)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in 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 (“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).
| CUSIP No. 91823B109 |
| 1 |
NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Gores Sponsor IV LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐ (b) ☐ | |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
10,550,000 (1) | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
10,550,000 (1) | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,550,000 (1) | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
19.9% | |||||
| 12 | TYPE OF REPORTING PERSON (See Instructions)
OO (Delaware limited liability company) | |||||
| (1) | Consists of 10,550,000 shares of Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”), of UWM Holdings Corporation (the “Issuer”) acquirable upon conversion of 10,550,000 shares of Class F Common Stock, par value $0.0001 per share (“Class F Common Stock”) of the Issuer as of December 31, 2020. See Item 4 below for a description of transactions occurring on January 21, 2021. |
Page 2 of 9
| CUSIP No. 91823B109 |
| 1 |
NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
AEG Holdings, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐ (b) ☐ | |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
10,550,000 (1) | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
10,550,000 (1) | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,550,000 (1) | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
19.9% | |||||
| 12 | TYPE OF REPORTING PERSON (See Instructions)
OO (Delaware limited liability company) | |||||
| (1) | Consists of 10,550,000 shares of Class A Common Stock acquirable upon conversion of 10,550,000 shares of Class F Common Stock owned directly by Gores Sponsor IV LLC (“Sponsor”). AEG Holdings, LLC (“AEG”) is the managing member of Sponsor and, accordingly, may be deemed to have beneficial ownership of the shares of Class A Common Stock owned directly thereby. See Item 4 below for a description of transactions occurring on January 21, 2021. |
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| CUSIP No. 91823B109 |
| 1 |
NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Alec Gores | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐ (b) ☐ | |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
10,550,000 (1) | |||||
| 7 |
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
10,550,000 (1) | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,550,000 (1) | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
19.9% | |||||
| 12 | TYPE OF REPORTING PERSON (See Instructions)
IN | |||||
| (1) | Consists of 10,550,000 shares of Class A Common Stock acquirable upon conversion of 10,550,000 shares of Class F Common Stock owned directly by Sponsor. Alec Gores is the managing member of AEG and, accordingly, may be deemed to have beneficial ownership of the shares of Class A Common Stock owned directly by Sponsor. See Item 4 below for a description of transactions occurring on January 21, 2021. |
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| CUSIP No. 91823B109 |
| Item 1. | (a) Name of Issuer |
UWM Holdings Corporation (the “Issuer”)
(b) Address of Issuer’s Principal Executive Offices
585 South Boulevard E, Pontiac, Michigan, 48341
| Item 2. | (a) Name of Person Filing |
The information required by this Item is set forth in Appendix 1 attached hereto and incorporated by reference herein. This statement is being filed pursuant to a Joint Filing Agreement attached hereto as Exhibit 1 by (i) Gores Sponsor IV LLC (“Sponsor”), (ii) AEG Holdings, LLC, the managing member of Sponsor (“AEG”), and (iii) Alec Gores, the managing member of AEG (“Mr. Gores” and, collectively, the “Reporting Persons”).
(b) Address of Principal Business Office or, if none, Residence
The information required by this Item with respect to each Reporting Person is set forth in Appendix 1 hereto.
(c) Citizenship
The information required by this Item with respect to each Reporting Person is set forth in Appendix 1 hereto.
(d) Title of Class of Securities
Class A Common Stock, par value $0.0001 per share, of the Issuer (“Class A Common Stock”).
(e) CUSIP Number
91823B109
| Item 3. | If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: |
Not applicable.
| Item 4. | Ownership. |
As of December 31, 2020, Sponsor had shared voting and shared dispositive power with respect to 10,550,000 shares of Class A Common Stock acquirable by Sponsor upon conversion of 10,550,000 shares of Class F Common Stock, par value $0.0001 per share, of the Issuer (“Class F Common Stock”) held directly by Sponsor. AEG had shared voting and shared dispositive power with respect to 10,550,000 shares of Class A Common Stock acquirable by Sponsor upon conversion of 10,550,000 shares of Class F Common Stock of the Issuer held directly by Sponsor. Mr. Gores had shared voting and shared dispositive power with respect to 10,550,000 shares of Class A Common Stock acquirable by Sponsor upon conversion of 10,550,000 shares of Class F Common Stock held directly by Sponsor. The Reporting Persons are filing this Statement on Schedule 13G pursuant to Rule 13d-1(d) under the Securities Exchange Act of 1934, as amended,
Page 5 of 9
| CUSIP No. 91823B109 |
because of their beneficial ownership of greater than 5% of the outstanding shares of Class A Common Stock as of December 31, 2020. The shares of Class F Common Stock automatically converted into shares of Class A Common Stock on January 21, 2021 in connection with the Issuer’s initial business combination (the “Business Combination”). In addition, on January 21, 2021, in connection with the Business Combination, AEG purchased 1,991,123 shares of Class A Common Stock from the Issuer in a private placement and, as a result of the Business Combination, 5,250,000 warrants to purchase shares of Class A Common Stock held directly by Sponsor will become exercisable on February 20, 2021.
The following sets forth the beneficial ownership of the Class A Common Stock by each of the Reporting Persons as of the date hereof:
(a) Amount beneficially owned:
| (i) | Sponsor is the beneficial owner of 15,800,000 shares of Class A Common Stock. |
| (ii) | AEG is the beneficial owner of 17,791,123 shares of Class A Common Stock. |
| (iii) | Mr. Gores is the beneficial owner of 17,791,123 shares of Class A Common Stock. |
(b) Percent of class:
| (i) | 14.6% for Sponsor; |
| (ii) | 16.4% for AEG; and |
| (iii) | 16.4% for Mr. Gores. |
The percentages used herein and in the rest of this Schedule 13G are calculated based upon 103,104,205 shares of Class A Common Stock reported to be outstanding upon completion of the Business Combination, as reported in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 21, 2021.
(c) Number of shares as to which the person has:
| (i) | sole power to vote or to direct the vote of: |
0 shares for Sponsor;
0 shares for AEG; and
0 shares for Mr. Gores.
| (ii) | shared power to vote or to direct the vote of: |
15,800,000 shares for Sponsor;
17,791,123 shares for AEG; and
17,791,123 shares for Mr. Gores.
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| CUSIP No. 91823B109 |
| (iii) | sole power to dispose or to direct the disposition of: |
0 shares for Sponsor;
0 shares for AEG; and
0 shares for Mr. Gores.
| (iv) | shared power to dispose or to direct the disposition of: |
15,800,000 shares for Sponsor;
17,791,123 shares for AEG; and
17,791,123 shares for Mr. Gores.
| Item 5. | Ownership of Five Percent or Less of a Class. |
Not applicable.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group. |
Not applicable.
| Item 9. | Notice of Dissolution of Group. |
Not applicable.
| Item 10. | Certification. |
Not applicable.
Page 7 of 9
| CUSIP No. 91823B109 |
SIGNATURE
After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date: February 12, 2021
| GORES SPONSOR IV LLC | ||
| By: | /s/ Alec Gores | |
| Name: Alec Gores | ||
| Title: President | ||
| AEG HOLDINGS, LLC | ||
| By: | /s/ Alec Gores | |
| Name: Alec Gores | ||
| Title: Managing Member | ||
| ALEC GORES |
| /s/ Alec Gores |
| Alec Gores |
Page 8 of 9
Appendix 1
ADDRESS, ORGANIZATION AND PRINCIPAL BUSINESS OF EACH REPORTING PERSON REQUIRED BY ITEMS 2(b) AND (c):
| NAME OF PERSON FILING |
PRINCIPAL BUSINESS OFFICE ADDRESS |
PLACE OF ORGANIZATION | ||
| Gores Sponsor IV LLC |
9800 Wilshire Blvd. |
Delaware limited liability company | ||
| Beverly Hills, CA 90212 |
||||
| AEG Holdings, LLC |
9800 Wilshire Blvd. |
Delaware limited liability company | ||
| Beverly Hills, CA 90212 |
||||
| Alec Gores |
c/o AEG Holdings, LLC |
United States citizen | ||
| 9800 Wilshire Blvd. |
||||
| Beverly Hills, CA 90212 |
||||
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