SEC Form SC 13G filed by Home Point Capital Inc

2/10/22 4:00:50 PM ET

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Finance: Consumer Services

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SC 13G 1 brhc10033553_sc13g.htm SC 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )*

Home Point Capital Inc.

(Name of Issuer)

Common Stock, par value $0.0000000072 per share

(Title of Class of Securities)

43734L106

(CUSIP Number)

December 31, 2021

(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 disclosure 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. 43734L106

Page 2

1	NAMES OF REPORTING PERSONS
	Trident VI, L.P

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☒
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0

		6	SHARED VOTING POWER
			68,878,127

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			68,878,127

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	68,878,127

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	49.4%*

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

CUSIP No. 43734L106

Page 3

1	NAMES OF REPORTING PERSONS
	Trident VI Parallel Fund, L.P.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☒
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0

		6	SHARED VOTING POWER
			53,924,166

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			53,924,166

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	53,924,166

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	38.6%*

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

CUSIP No. 43734L106

Page 4

1	NAMES OF REPORTING PERSONS
	Trident VI DE Parallel Fund, L.P.

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
			0

		6	SHARED VOTING POWER
			1,142,824

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			1,142,824

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,142,824

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.8%*

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

CUSIP No. 43734L106

Page 5

1	NAMES OF REPORTING PERSONS
	Trident VI Professionals Fund, L.P.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☒
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0

		6	SHARED VOTING POWER
			3,825,918

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			3,825,918

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,825,918

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	2.7%*

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

CUSIP No. 43734L106

Page 6

1	NAMES OF REPORTING PERSONS
	Trident Capital VI, L.P.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☒
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0

		6	SHARED VOTING POWER
			123,945,117

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			123,945,117

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	123,945,117

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	88.8%*

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

*Calculation of the percentage of Common Stock beneficially owned is based on 139,527,512 shares of Common Stock outstanding as of November 3, 2021, as reported in the Quarterly Report on Form 10-Q filed by the Issuer with the Securities and Exchange Commission on November 5, 2021. Solely in its capacity as the general partner of Trident VI, L.P. Trident VI Parallel Fund, L.P. and Trident VI DE Parallel Fund, L.P.

CUSIP No. 43734L106

Page 7

1	NAMES OF REPORTING PERSONS
	Stone Point GP Ltd.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☒
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0

		6	SHARED VOTING POWER
			3,825,918

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			3,825,918

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,825,918

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	2.7%*

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

* Calculation of the percentage of Common Stock beneficially owned is based on 139,527,512 shares of Common Stock outstanding as of November 3, 2021, as reported in the Quarterly Report on Form 10-Q filed by the Issuer with the Securities and Exchange Commission on November 5, 2021. Solely in its capacity as the general partner of Trident VI Professionals Fund, L.P.

CUSIP No. 43734L106

Page 8

1	NAMES OF REPORTING PERSONS
	Stone Point Capital LLC

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
			0

		6	SHARED VOTING POWER
			127,771,035

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	127,771,035

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	91.6%*

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

* Calculation of the percentage of Common Stock beneficially owned is based on 139,527,512 shares of Common Stock outstanding as of November 3, 2021, as reported in the Quarterly Report on Form 10-Q filed by the Issuer with the Securities and Exchange Commission on November 5, 2021. Solely in its capacity as the investment manager of Trident VI, L.P. Trident VI Parallel Fund, L.P., Trident VI DE Parallel Fund, L.P. and Trident VI Professionals Fund, L.P.

CUSIP No. 43734L106

Page 9

ITEM 1.

(a) Name of Issuer:

Home Point Capital Inc. (the “Company”)

(b) Address of Issuer’s Principal Executive Offices:

2211 Old Earhart Road, Suite 250

Ann Arbor, Michigan 48105

ITEM 2.

(a) Name of Person Filing:

Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:

Trident VI, L.P.

Trident VI Parallel Fund, L.P.

Trident VI DE Parallel Fund, L.P.

Trident VI Professionals Fund, L.P.

Trident Capital VI, L.P.

Stone Point GP Ltd.

Stone Point Capital LLC

(b)

Address of Principal Business Office:

The principal business address of the Reporting Persons is c/o Stone Point Capital LLC, 20 Horseneck Lane, Greenwich, CT 06830.

(c)

Citizenship of each Reporting Person is:

Each of Trident VI DE Parallel Fund, L.P. and Stone Point Capital LLC are organized under the laws of the State of Delaware. Each of the other Reporting Persons is organized under the laws of the Cayman Islands.

(d)

Title of Class of Securities:

Common Stock, par value $0.0000000072 per share (“Common Stock”)

(e)

CUSIP Number:

43734L106

ITEM 3.

Not applicable.

ITEM 4.

Ownership.

The information in items 5 through 9 and item 11 on the cover pages to this Schedule 13G is hereby incorporated by reference.

This Schedule 13G is filed jointly on behalf of: (i) Trident VI, L.P. (“Trident VI”), (ii) Trident VI Parallel Fund, L.P. (“Trident VI Parallel”), (iii) Trident VI DE Parallel Fund, L.P. (“Trident VI DE”), (iv) Trident VI Professionals Fund, L.P. (“Trident VI Professionals”, together with Trident VI, Trident VI Parallel and Trident VI DE the “Trident VI Partnerships”), (v) Trident Capital VI, L.P. (“Trident VI GP”), (vi) Stone Point GP Ltd. (“Trident VI PF GP”) and (vii) Stone Point Capital LLC (“Stone Point”).

Trident VI directly holds 68,878,127 shares of Common Stock, Trident VI Parallel directly holds 53,924,166 shares of Common Stock, Trident VI DE Parallel directly holds 1,142,824 shares of Common Stock and Trident VI Professionals directly holds 3,825,918 shares of Common Stock.

The general partner of each of Trident VI, Trident VI Parallel and Trident VI DE Parallel is Trident VI GP. The general partner of Trident VI Professionals is Trident VI PF GP. Pursuant to certain management agreements, Stone Point has received delegated authority by Trident VI GP and Trident VI PF GP relating to the Trident VI Partnerships, provided that the delegated discretion to exercise voting rights may not be exercised on behalf of any of the Trident VI Partnerships without first receiving direction from the Investment Committee of Trident VI GP or a majority of the general partners of Trident VI GP or Trident VI PF GP, as applicable. The management agreements do not delegate any power with respect to the disposition of Common Stock held by the Trident VI Partnerships.

Calculation of the percentage of Common Stock beneficially owned is based on 139,527,512 shares of Common Stock outstanding as of November 3, 2021, as reported in the Quarterly Report on Form 10-Q filed by the Issuer with the Securities and Exchange Commission on November 5, 2021. Each of the Reporting Persons may be deemed to be the beneficial owner of the Common Stock listed on such Reporting Person’s cover page.

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.

See Item 4 above.

ITEM 9.

Notice of Dissolution of Group.

Not applicable.

ITEM 10.

Certification.

Not applicable.

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.

Date: February 10, 2022

	TRIDENT VI, L.P.
	By:	Trident Capital VI, L.P., its general partner
	By:	DW Trident VI, LLC, its general partner

	By:	/s/ Jacqueline M. Giammarco
	Name:	Jacqueline M. Giammarco
	Title:	Vice President

	TRIDENT VI PARALLEL FUND, L.P.
	By:	Trident Capital VI, L.P., its general partner
	By:	DW Trident VI, LLC, its general partner

	By:	/s/ Jacqueline M. Giammarco
	Name:	Jacqueline M. Giammarco
	Title:	Vice President

	TRIDENT VI DE PARALLEL FUND, L.P.
	By:	Trident Capital VI, L.P., its general partner
	By:	DW Trident VI, LLC, its general partner

	By:	/s/ Jacqueline M. Giammarco
	Name:	Jacqueline M. Giammarco
	Title:	Vice President

	TRIDENT VI PROFESSIONALS FUND, L.P.
	By:	Stone Point GP Ltd., its general partner

	By:	/s/ Jacqueline M. Giammarco
	Name:	Jacqueline M. Giammarco
	Title:	Vice President

	TRIDENT CAPITAL VI, L.P.
	By:	DW Trident VI, LLC, its general partner

	By:	/s/ Jacqueline M. Giammarco
	Name:	Jacqueline M. Giammarco
	Title:	Vice President

	STONE POINT GP LTD.

	By:	/s/ Jacqueline M. Giammarco
	Name:	Jacqueline M. Giammarco
	Title:	Vice President

	STONE POINT CAPITAL LLC

	By:	/s/ Jacqueline M. Giammarco
	Name:	Jacqueline M. Giammarco
	Title:	Chief Compliance Officer

LIST OF EXHIBITS

Exhibit No.	Description

1	Joint Filing Agreement.

Exhibit 1

JOINT FILING AGREEMENT

PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G in respect of the common stock, par value $0.0000000072 per share, of Home Point Capital Inc. is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein or therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

EXECUTED this 10th day of February, 2022.

	TRIDENT VI, L.P.
	By:	Trident Capital VI, L.P., its general partner
	By:	DW Trident VI, LLC, its general partner

	By:	/s/ Jacqueline M. Giammarco
	Name:	Jacqueline M. Giammarco
	Title:	Vice President

	TRIDENT VI PARALLEL FUND, L.P.
	By:	Trident Capital VI, L.P., its general partner
	By:	DW Trident VI, LLC, its general partner

	By:	/s/ Jacqueline M. Giammarco
	Name:	Jacqueline M. Giammarco
	Title:	Vice President

	TRIDENT VI DE PARALLEL FUND, L.P.
	By:	Trident Capital VI, L.P., its general partner
	By:	DW Trident VI, LLC, its general partner

	By:	/s/ Jacqueline M. Giammarco
	Name:	Jacqueline M. Giammarco
	Title:	Vice President

	TRIDENT VI PROFESSIONALS FUND, L.P.
	By:	Stone Point GP Ltd., its general partner

	By:	/s/ Jacqueline M. Giammarco
	Name:	Jacqueline M. Giammarco
	Title:	Vice President

	TRIDENT CAPITAL VI, L.P.
	By:	DW Trident VI, LLC, its general partner

	By:	/s/ Jacqueline M. Giammarco
	Name:	Jacqueline M. Giammarco
	Title:	Vice President

	STONE POINT GP LTD.

	By:	/s/ Jacqueline M. Giammarco
	Name:	Jacqueline M. Giammarco
	Title:	Vice President

	STONE POINT CAPITAL LLC

	By:	/s/ Jacqueline M. Giammarco
	Name:	Jacqueline M. Giammarco
	Title:	Chief Compliance Officer

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Date	Price Target	Rating	Analyst
11/11/2022	$4.00 → $1.50	Neutral → Outperform	Wedbush
8/15/2022	$5.50 → $4.00	Outperform → Neutral	Wedbush
4/13/2022		Mkt Outperform → Mkt Perform	JMP Securities
2/25/2022	$8.00 → $6.50	Outperform	Credit Suisse
2/25/2022	$4.00 → $3.75	Equal-Weight	Morgan Stanley
2/25/2022	$4.00	Overweight → Equal-Weight	Wells Fargo
2/22/2022	$5.00 → $4.00	Underperform	B of A Securities
1/19/2022		Overweight → Underweight	JP Morgan

SEC Form SC 13G filed by Home Point Capital Inc

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