SEC Form SC 13G filed by Gores Holdings V, Inc.

---

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

SCHEDULE 13G

 

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

(Amendment No.   )*

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

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).

 

---

1	NAMES OF REPORTING PERSONS
	Loews Corporation 13-2646102
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(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
			3,454,000 shares of Class A Common Stock, par value $0.0001 (the “Shares”)
		6	SHARED VOTING POWER
			1,000,000 Shares
		7	SOLE DISPOSITIVE POWER
			3,454,000 Shares
		8	SHARED DISPOSITIVE POWER
			1,000,000 Shares
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	4,454,000 Shares
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	8.5%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

CUSIP No. 382864106

SCHEDULE 13G

Page 3 of 6

 

Gores Holdings V, Inc.

 

 

9800 Wilshire Blvd.

Beverly Hills, CA 90212

 

 

Loews Corporation

 

 

667 Madison Avenue

New York, NY 10065

 

 

Delaware

 

 

Class A Common Stock, par value $0.0001 (the “Shares”)

 

 

382864106

 

 

(a) ☐ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

 

(b) ☐ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

 

(c) ☐ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

 

(d) ☐ Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

 

(e) ☐ An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

 

(f) ☐ An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

 

(g) ☐ A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

 

CUSIP No. 382864106

SCHEDULE 13G

Page 4 of 6

(h) ☐ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i) ☐ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);

 

(j) ☐ A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);

 

(k) ☐ Group, in accordance with § 240.13d-1(b)(1)(ii)(K).

 

If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:

 

Not applicable

 

 

(a) Amount beneficially owned: 4,454,000 Shares

 

(b) Percent of class: 8.5%

 

In accordance with SEC rules, ownership percentages are calculated based on 52,500,000 Shares outstanding as reported in the issuer’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, and do not give effect to the conversion into Shares of 13,125,000 shares of the issuer’s Class F Common Stock, par value $0.0001, as reported therein.

 

(c) Number of shares as to which the person has:

 

(i) Sole power to vote or to direct the vote: 3,454,000 Shares

 

(ii) Shared power to vote or to direct the vote: 1,000,000 Shares

 

(iii) Sole power to dispose or to direct the disposition of: 3,454,000 Shares

 

(iv) Shared power to dispose or to direct the disposition of: 1,000,000 Shares

 

Loews Corporation is the direct owner of 3,454,000 Shares.

 

Continental Casualty Company, a wholly owned subsidiary of The Continental Corporation, which is itself a wholly owned subsidiary of CNA Financial Corporation, which is itself a majority-owned subsidiary of Loews Corporation, directly owns 1,000,000 Shares.

 

Under Illinois Law, assets owned by Continental Casualty Company, an Illinois insurance company, are solely under the control of the board of directors of the insurer. The characterization of shared voting and dispositive power with the parent holding company is made solely as a consequence of SEC interpretations regarding control.

 

CUSIP No. 382864106

SCHEDULE 13G

Page 5 of 6

 

Not applicable

 

 

Not applicable

 

 

Not applicable

 

 

Not applicable

 

 

Not applicable

 

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

 

CUSIP No. 382864106

SCHEDULE 13G

Page 6 of 6

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.