CUSIP No. G74847107
ITEM 1.
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SECURITY AND ISSUER
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This Schedule 13D relates to the shares of common stock, $0.0001 par value (Common Stock), of Hippo Holdings, Inc. (the Issuer).
The address of the principal executive offices of the Issuer is 191 Castro Street, Mountain View CA 94041.
ITEM 2.
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IDENTITY AND BACKGROUND
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(a) This Schedule 13D is being filed by Lennar Corporation (Lennar), a Delaware Corporation, Len X LLC (LenX), a Florida limited
liability company, and LEN FW Investor, LLC (Len FW and, together with Lennar and LenX, the Reporting Persons), a Delaware limited liability company. LenX is wholly owned by Lennar and is the sole member of Len FW.
(b) The principal business of Lennar is homebuilding. The principal business of LenX is seeking opportunities for subsidiaries of Lennar to invest in
companies that provide technology solutions across the homebuilding industry. Len FW was formed to hold interests in companies acquired by Lennar and LenX, including Hippo Enterprises Inc. (Old Hippo). The principal business address of
each of the Reporting Persons is 700 NW 107 Avenue, Miami, Florida 33172.
(c) Lennar is a corporation organized under the laws of the State of Delaware.
LenX is a limited liability company organized under the laws of the State of Florida. Len FW is a limited liability company organized under the laws of the State of Delaware.
(d)-(e) During the last five years, neither any Reporting Person nor any person named in Schedule I has been (i) convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) The name, business address, present principal occupation or employment and citizenship of the executive officers and, where applicable, members of the
Board of Directors of the Reporting Persons is set forth on Schedule I and is incorporated by reference into this Item 2(f).
ITEM 3.
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SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
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Immediately prior to August 2, 2021, Len FW (i) owned preferred stock of Old Hippo for which it had paid a total of $45,181,737, and (ii) had an
irrevocable proxy from Fifth Wall Ventures SPV IV L.P. (Fifth Wall) to vote certain equity interests in Old Hippo or its successor that Fifth Wall owned. In addition, Len FW had subscribed to purchase 100,000 shares of Common Stock from
the Issuer in connection with a private placement by the Issuer. On August 2, 2021, Old Hippo was merged with a wholly owned subsidiary of the Issuer (the Merger), and as a result of the Merger, the preferred stock of Old Hippo that
Len FW owned became 29,239,123 shares of the Issuers Common Stock. Len FW acquired another 100,000 shares in the Issuers private placement. The funds for Len FWs purchase of preferred stock and for the purchase of Common Stock of
the Issuer in the private placement were provided by Lennar out of its working capital.
As a result of the Merger, the irrevocable proxy from Fifth Wall
gave Len FW the power to vote stock of the Issuer beneficially owned by Fifth Wall. According to information in a Report on Form 8-K filed by the Issuer on August 5, 2021, immediately after the Merger,
51,477,246 shares of Issuers Common Stock were subject to the irrevocable proxy. Based on information in the Report on Form 8-K, those shares, together with the shares owned by Len FW, constituted 14.4%
of the outstanding Common Stock. Normally, Len FW would be deemed the beneficial owner of shares as to which it holds an irrevocable proxy. However, in June 2021, in order to comply with certain state insurance regulations, Len FW agreed that it
would not participate in a vote or consent, or make a decision, with regard to more than 9.99% of the voting interests in Old Hippo or its successors in interest (of which the Issuer is one), and that if that limitation prevented Len FW from voting
shares, it would vote the shares as to which it held a