SEC Form SC 13G/A filed by UWM Holdings Corporation (Amendment)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

(Amendment No. 1)*

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, 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 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).     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     5,249,137 (1)
				7		SOLE DISPOSITIVE POWER     0
				8		SHARED DISPOSITIVE POWER     5,249,137 (1)

9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     5,249,137 (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)     5.1% (2)
12		TYPE OF REPORTING PERSON (See Instructions)     OO (Delaware limited liability company)

 

(1)	Consists of (i) 3,141,599 shares of Class A Common Stock owned directly by AEG Holdings, LLC (“AEG”) and (ii) 2,107,538 shares of Class A Common Stock issuable upon exercise of Warrants owned directly by AEG, in each case as of December 31, 2021.

(2)	Based upon 100,367,478 shares of Class A Common Stock outstanding as of November 3, 2021, as reported in the issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021 filed with the SEC on November 9, 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     5,667,997 (1)
				7		SOLE DISPOSITIVE POWER     0
				8		SHARED DISPOSITIVE POWER     5,667,997 (1)

9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     5,667,997 (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)     5.5% (2)
12		TYPE OF REPORTING PERSON (See Instructions)     IN

 

(1)

Consists of (i) 3,141,599 shares of Class A Common Stock owned directly by AEG, (ii) 2,107,538 shares of Class A Common Stock issuable upon exercise of Warrants owned directly by AEG, (iii) 30,000 shares of Class A Common Stock owned directly by NBI Irrevocable Trust #4, a trust for the benefit of one of Mr. Gores’s children, (iv) 150,000 shares of Class A Common Stock owned directly by NBI Irrevocable Trust #5, a trust for the benefit of one of Mr. Gores’s children, (v) 150,000 shares of Class A Common Stock owned directly by NBI Irrevocable Trust #6, a trust for the benefit of one of Mr. Gores’s children, and (vi) 88,840 shares of Class A Common Stock owned directly by Pacific Credit Corp., an entity in which Mr. Gores has dispositive power with respect to the securities owned directly thereby and, accordingly, may be deemed to have beneficial ownership of the shares of Class A Common Stock owned directly thereby, in each case as of December 31, 2021. Mr. 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 thereby.

(2)	Based upon 100,569,939 shares of Class A Common Stock outstanding as of November 3, 2021, as reported in the issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021 filed with the SEC on November 9, 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) AEG Holdings, LLC (“AEG”) and (ii) Alec Gores, the managing member of AEG (“Mr. Gores” and, collectively, the “Reporting Persons”). Gores Sponsor IV LLC (the “Sponsor”) was a reporting person and joint filer on the initial Statement on Schedule 13G filed by the Sponsor and Reporting Persons on February 12, 2021 (the “Initial Statement”). Subsequent to the filing of the Initial Statement, Sponsor distributed all of the securities of the Issuer owned thereby to its members, including AEG, and no longer beneficially owns any securities of the Issuer.

(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, 2021, AEG had shared voting and shared dispositive power with respect to 5,249,137 shares of Class A Common Stock, consisting of (i) 3,141,599 shares of Class A Common Stock owned directly by AEG and (ii) 2,107,538 shares of Class A Common Stock issuable upon exercise of Warrants owned directly by AEG. Mr. Gores had shared voting and shared dispositive power with respect to 5,667,977 shares of Class A Common Stock, consisting of (i) 3,141,599 shares of Class A Common Stock owned directly by AEG, (ii) 2,107,538 shares of Class A Common Stock issuable upon exercise of Warrants owned directly by AEG, (iii) 30,000 shares of Class A Common Stock owned directly by NBI Irrevocable Trust #4, a trust for the benefit of one of Mr. Gores’s children, (iv) 150,000 shares of Class A Common Stock owned directly by NBI Irrevocable Trust #5, a trust for the benefit of one of Mr. Gores’s children, (v) 150,000 shares of Class A Common Stock owned directly by NBI Irrevocable Trust #6, a trust for the benefit of one of Mr. Gores’s children and (vi) 88,840 shares of Class A Common Stock owned directly by Pacific Credit Corp., an entity in which Mr. Gores has dispositive power over the securities owned directly thereby and, accordingly, may be deemed to have beneficial ownership of the shares of Class A Common Stock owned directly thereby. The Reporting Persons are filing this Amendment No. 1 to Statement on Schedule 13G pursuant to Rule 13d-1(d) under the Securities Exchange Act of 1934, as amended, because of their beneficial ownership of greater than 5% of the outstanding shares of Class A Common Stock as of December 31, 2021.

 

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CUSIP No. 91823B109

 

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)

AEG is the beneficial owner of 5,249,137 shares of Class A Common Stock.

 

(ii)

Mr. Gores is the beneficial owner of 5,667,997 shares of Class A Common Stock.

(b) Percent of class:

 

(i)

5.1% for AEG; and

 

(ii)

5.5% for Mr. Gores.

The percentages used herein and in the rest of this Schedule 13G are calculated based upon 100,569,939 shares of Class A Common Stock outstanding as of November 3, 2021, as reported in the issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021 filed with the SEC on November 9, 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 AEG; and

0 shares for Mr. Gores.

 

(ii)

shared power to vote or to direct the vote of:

5,249,137 shares for AEG; and

5,667,997 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 AEG; and

0 shares for Mr. Gores.

 

(iv)

shared power to dispose or to direct the disposition of:

5,249,137 shares for AEG; and

5,667,997 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.

 

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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 11, 2022

 

 

 

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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
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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