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

1/31/23 4:03:23 PM ET

Specialty Insurers

Finance

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SC 13G/A 1 statefarm_hgty.txt Schedule 13G Page 1 of 6 Pages UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Under the Securities Exchange Act of 1934 (Amendment No. 2 ) HAGERTY INC (Name of Issuer) Common Stock (Title of Class of Securities) 405166109 (CUSIP NUMBER) December 31, 2022 (Date of Event which Requires Filing of Statement) Check the appropriate box to designate the Rule pursuant to which this Schedule is filed: [x] Rule 13d - 1(b) Rule 13d - 1(c) Rule 13d - 1(d) Schedule 13G Page 2 of 6 Pages CUSIP No. 405166109 1. Name of Reporting Person and I.R.S. Identification No. State Farm Mutual Automobile Insurance Company 37-0533100 2. Check the Appropriate Box if a Member of a Group (a) _____ (b) __X__ 3. SEC Use Only 4. Citizenship or Place of Organization Illinois Number of Shares Beneficially Owned by Each Reporting Person With 5. Sole Voting Power 50,000,000 6. Shared Voting Power 0 7. Sole Dispositive Power 50,000,000 8. Shared Dispositive Power 0 9. Aggregate Amount Beneficially Owned by Each Reporting Person 50,000,000 10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares NOT APPLICABLE 11. Percent of Class Represented by Amount in Row 9 60.09 % 12. Type of Reporting Person IC Schedule 13G Page 3 of 6 Pages Item 1(a) Name of Issuer: HAGERTY INC Item 1(b) Address of Issuer's Principal Executive Offices: 121 DRIVERS EDGE TRAVERSE CITY, MI 49864-4203 Item 2(a) Name of Person(s) Filing: State Farm Mutual Automobile Insurance Item 2(b) Address of Principal Business Office: One State Farm Plaza Bloomington, IL 61710 Item 2(c) Citizenship or Place of Organization: Illinois Item 2(d) Title of Class of Securities: COMMON STOCK Item 2(e) Cusip Number:405166109 Item 3: This schedule is being filed in accordance with 240.13d-1(b). See Exhibit A attached. Item 4(a). Amount Beneficially Owned: 50,000,000 shares Item 4(b). Percent of Class: 60.09 % pursuant to Rule 13d-3(d)(1). Item 4(c). Number of shares as to which the person has: (i) Sole Power to vote or to direct the vote: 50,000,000 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole Power to dispose or to direct disposition of: 50,000,000 (iv) Shared Power to dispose or to direct disposition of: 0 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 Exhibit A attached. Item 9: Notice of Dissolution of Group NOT APPLICABLE Schedule 13G Page 4 of 6 Pages Item 10: Certification By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and 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. 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. Dated: January 30, 2023 STATE FARM MUTUAL AUTOMOBILE INSURANCE COMPANY STATE FARM LIFE INSURANCE COMPANY STATE FARM LIFE AND ACCIDENT ASSURANCE COMPANY STATE FARM FIRE AND CASUALTY COMPANY STATE FARM INVESTMENT MANAGEMENT CORP. STATE FARM INSURANCE COMPANIES EMPLOYEE RETIREMENT TRUST /s/ Joseph P. Young /s/ Joseph P. Young _____________________________ _______________________________ Joseph P. Young, Fiduciary of Joseph P. Young, Vice President each of the above of each of the above Schedule 13G Page 5 of 6 Pages EXHIBIT A This Exhibit lists the entities affiliated with State Farm Mutual Automobile Insurance Company ("Auto Company") which might be deemed to constitute a "group" with regard to the ownership of shares reported herein. Auto Company, an Illinois-domiciled insurance company, is the parent company of multiple wholly owned insurance company subsidiaries, including State Farm Life Insurance Company, and State Farm Fire and Casualty Company. Auto Company is also the parent company of State Farm Investment Management Corp. ("SFIMC"), which is a registered investment advisor under the Investment Advisors Act of 1940. SFIMC serves as investment advisor to Advisers Investment Trust, a Delaware Statutory Trust that is a registered investment company under the Investment Company Act of 1940. Auto Company also sponsors a qualified retirement plan for the benefit of its employees, which plan is named the State Farm Insurance Companies Employee Retirement Trust. As part of its corporate structure, Auto Company has established an Investment Department. Except for assets managed by SFIMC, the Investment Department is directly or indirectly responsible for managing or overseeing the management of the investment and reinvestment of assets owned by each person that has joined in filing this Schedule 13G. Moreover, except for assets managed by SFIMC, the Investment Department is responsible for voting proxies or overseeing the voting of proxies related to issuers the shares of which are held by one or more entities that have joined in the filing of this report. Another division of Auto Company is responsible for managing or overseeing the management of assets for which SFIMC is responsible. Another division of Auto Company also is responsible for voting proxies or overseeing the voting of proxies related to issuers the shares of which SFIMC has investment discretion. Each insurance company included in this report has established an Investment Committee that oversees the activities of the Investment Department in managing the firm's assets. The Trustees of the Qualified Plans perform a similar role in overseeing the investment of each plan's assets. Pursuant to Rule 13d-4 each person listed in the table below expressly disclaims "beneficial ownership" as to all shares as to which such person has no right to receive the proceeds of sale of the security and disclaims that it is part of a "group". Schedule 13G Page 6 of 6 Pages Number of Shares based Classification on Proceeds Name Under Item 3 of Sale ____ ______________ ____________ State Farm Mutual Automobile Insurance Company IC 50,000,000 shares State Farm Life Insurance Company IC 0 shares State Farm Life and Accident Assurance Company IC 0 shares State Farm Fire and Casualty Company IC 0 shares State Farm Investment Management Corp. IA 0 shares State Farm Insurance Companies Employee Retirement Trust EP 0 shares ------------------ 50,000,000 shares

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Date

Price Target

Rating

Analyst

12/26/2024

Mkt Perform → Underperform

Raymond James

1/11/2024

$9.00

Neutral

JP Morgan

6/16/2023

$11.00

Hold

Truist

10/20/2022

Mkt Perform

Raymond James

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

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