Check the appropriate box to designate the rule
pursuant to which this Schedule is filed:
* 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. 433539103
1
|
NAMES OF REPORTING PERSONS
Fifth Wall Ventures Management GP, 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
|
|
5
|
SOLE VOTING POWER
|
|
|
|
NUMBER OF
|
|
0
|
SHARES
|
6
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
74,168,521
|
EACH
|
7
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
0
|
WITH
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
74,168,521
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
74,168,521
|
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)
|
|
|
|
13.3%1
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
OO
|
1
All percentages calculated in this Schedule 13G are based on 559,731,226 shares of common stock outstanding as of August 2, 2021
as reported in the Issuer’s Form 8-K filed with the Securities and Exchange Commission on August 5, 2021.
CUSIP No. 433539103
1
|
NAMES OF REPORTING PERSONS
Fifth Wall Ventures Management, L.P.
|
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
|
|
5
|
SOLE VOTING POWER
|
|
|
|
NUMBER OF
|
|
0
|
SHARES
|
6
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
74,168,521
|
EACH
|
7
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
0
|
WITH
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
74,168,521
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
74,168,521
|
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)
|
|
|
|
13.3%2
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
PN
|
2 All percentages calculated in this Schedule
13G are based on 559,731,226 shares of common stock outstanding as of August 2, 2021 as reported in the Issuer’s Form 8-K filed
with the Securities and Exchange Commission on August 5, 2021.
CUSIP No. 433539103
1
|
NAMES OF REPORTING
PERSONS
Fifth Wall Ventures
GP, 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
|
|
5
|
SOLE VOTING POWER
|
|
|
|
NUMBER
OF
|
|
0
|
SHARES
|
6
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED
BY
|
|
74,168,521
|
EACH
|
7
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
|
0
|
WITH
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
74,168,521
|
9
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
|
|
|
|
74,168,521
|
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)
|
|
|
|
13.3%3
|
12
|
TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
|
|
|
|
OO
|
|
|
|
|
|
3 All percentages calculated in this Schedule 13G
are based on 559,731,226 shares of common stock outstanding as of August 2, 2021 as reported in the Issuer’s Form 8-K filed with
the Securities and Exchange Commission on August 5, 2021.
CUSIP No. 433539103
1
|
NAMES OF REPORTING PERSONS
Fifth Wall Ventures, L.P.
|
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
|
|
5
|
SOLE VOTING POWER
|
|
|
|
NUMBER OF
|
|
0
|
SHARES
|
6
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
22,262,672
|
EACH
|
7
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
|
0
|
WITH
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
22,262,672
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
22,262,672
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
x4
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
4.0%5
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
PN
|
|
|
|
|
|
4 Excludes shares of common stock that are held directly
by Fifth Wall Ventures SPV IV, L.P. and Fifth Wall Ventures SPV XVII, L.P.
5 All percentages calculated in this Schedule 13G are based
on 559,731,226 shares of common stock outstanding as of August 2, 2021 as reported in the Issuer’s Form 8-K filed with the Securities
and Exchange Commission on August 5, 2021.
CUSIP No. 433539103
1
|
NAMES OF REPORTING PERSONS
Fifth Wall Ventures SPV IV, L.P.
|
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
|
|
5
|
SOLE VOTING POWER
|
|
|
|
NUMBER OF
|
|
0
|
SHARES
|
6
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
51,447,2466
|
EACH
|
7
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
0
|
WITH
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
51,447,2466
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
51,447,2466
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
x7
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
9.2%8
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
PN
|
6 Effective as of October 23, 2018, Fifth Wall Ventures
SPV IV, L.P. granted LEN FW Investor, LLC an irrevocable voting proxy (the “Proxy”) in respect of all shares held by Fifth
Wall Ventures SPV IV, L.P. The 51,447,246 shares held directly by Fifth Wall Ventures SPV IV L.P. are subject to the Proxy.
7 Excludes shares of common stock that are held directly
by Fifth Wall Ventures, L.P. and Fifth Wall Ventures SPV XVII, L.P.
8 All percentages calculated in this Schedule 13G are based
on 559,731,226 shares of common stock outstanding as of August 2, 2021 as reported in the Issuer’s Form 8-K filed with the Securities
and Exchange Commission on August 5, 2021.
CUSIP No. 433539103
1
|
NAMES OF REPORTING PERSONS
Fifth Wall Ventures SPV XVII, L.P.
|
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
|
|
5
|
SOLE VOTING POWER
|
|
|
|
NUMBER OF
|
|
0
|
SHARES
|
6
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
458,603
|
EACH
|
7
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
0
|
WITH
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
458,603
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
458,603
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
x9
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
0.1%10
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
PN
|
9 Excludes shares of common stock that are held directly
by Fifth Wall Ventures, L.P. and Fifth Wall Ventures SPV IV, L.P.
10 All percentages calculated in this Schedule 13G are
based on 559,731,226 shares of common stock outstanding as of August 2, 2021 as reported in the Issuer’s Form 8-K filed with the
Securities and Exchange Commission on August 5, 2021.
CUSIP No. 433539103
Item 1.
(a) Name
of Issuer:
Hippo Holdings, Inc. (the “Issuer”)
(b) Address
of Issuer’s Principal Executive Offices:
150 Forest Avenue
Palo Alto, California 94301
(650) 294-8463
Item 2.
(a) Name
of Person Filing:
Fifth Wall Ventures Management GP, LLC
Fifth Wall Ventures Management, L.P.
Fifth Wall Ventures GP, LLC
Fifth Wall Ventures, L.P.
Fifth Wall Ventures SPV IV, L.P.
Fifth Wall Ventures SPV XVII, L.P.
Fifth Wall Ventures Management GP, LLC, Fifth Wall Ventures
Management, L.P., Fifth Wall Ventures GP, LLC, Fifth Wall Ventures, L.P., Fifth Wall Ventures SPV IV, L.P. and Fifth Wall Ventures SPV
XVII, L.P. have entered into a Joint Filing Agreement, dated August 12, 2021, a copy of which is filed with this Schedule 13G as Exhibit
99.1, pursuant to which such reporting persons have agreed to file this statement jointly in accordance with the provisions of Section
13d-1(k)(1) under the Securities Exchange Act of 1934.
(b) Address
of Principal Business Office or, if none, Residence
Fifth Wall Ventures Management GP, LLC
6060 Center Drive, 10th Floor
Los Angeles, CA 90045
Place of organization: Delaware
Fifth Wall Ventures Management, L.P.
6060 Center Drive, 10th Floor
Los Angeles, CA 90045
Place of organization: Delaware
Fifth Wall Ventures GP, LLC
6060 Center Drive, 10th Floor
Los Angeles, CA 90045
Place of organization: Delaware
Fifth Wall Ventures, L.P.
6060 Center Drive, 10th Floor
Los Angeles, CA 90045
Place of organization: Delaware
Fifth Wall Ventures SPV IV, L.P.
6060 Center Drive, 10th Floor
Los Angeles, CA 90045
Place of organization: Delaware
Fifth Wall Ventures SPV XVII, L.P.
6060 Center Drive, 10th Floor
Los Angeles, CA 90045
Place of organization: Delaware
(c) Citizenship:
See Item 2(b) above.
(d) Title
of Class of Securities:
Common Stock, par value $0.0001
per share
(e) CUSIP
Number:
433539103
|
Item 3.
|
If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:
|
(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);
(h) ¨
A savings associations 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 of
1940 (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).
Not Applicable.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially
owned:
See the responses to Item 9 on the attached cover pages.
The 74,168,521 shares of common stock
beneficially owned by Fifth Wall Ventures GP, LLC, Fifth Wall Ventures Management, L.P. and Fifth Wall Ventures Management GP, LLC
represents (i) 22,262,672 shares held by Fifth Wall Ventures, L.P., (ii) 51,447,246 shares held by Fifth Wall Ventures SPV IV, L.P.* and (iii) 458,603 shares held by Fifth Wall Ventures SPV XVII,
L.P.
Fifth Wall Ventures GP, LLC is the general
partner of Fifth Wall Ventures SPV XVII, L.P., Fifth Wall Ventures SPV IV, L.P. and Fifth Wall Ventures, L.P., each a Delaware limited
partnership (the “Subsidiary Funds”). Fifth Wall Ventures Management, L.P. serves as the sole manager of Fifth Wall Ventures
GP, LLC. Fifth Wall Ventures Management GP, LLC is the general partner of Fifth Wall Ventures Management, L.P. Each of Fifth Wall Ventures
GP, LLC, Fifth Wall Ventures Management, L.P. and Fifth Wall Ventures Management GP, LLC expressly disclaims beneficial ownership of the
shares held by each Subsidiary Fund. Each Subsidiary Fund expressly disclaims ownership of any shares held by any other Subsidiary Fund.
Investment and
voting decisions with respect to interests held by Fifth Wall Ventures Management GP, LLC are made by its members Brendan Wallace, Andriy
Mykhaylovskyy and Brad Greiwe (the “Members”). Each of the Members expressly disclaims beneficial ownership of the shares
held by the Subsidiary Funds.
(b) Percent
of class:
See Item 11 of the attached cover
pages. The percentages reported in Item 11 of the attached cover pages are based upon an aggregate of 559,731,226 shares of common stock
outstanding as of August 2, 2021 as reported in the Issuer’s Form 8-K filed with the Securities and Exchange Commission on August
5, 2021.
(c) Number of shares as
to which the person has:
(i) Sole power to vote or to direct the vote:
See the responses to Item 5 on the attached cover pages.
* Effective as of October 23, 2018, Fifth Wall Ventures SPV IV, L.P. granted LEN FW Investor, LLC an irrevocable voting proxy (the “Proxy”)
in respect of all shares held by Fifth Wall Ventures SPV IV, L.P. The 51,447,246 shares held directly by Fifth Wall Ventures SPV IV L.P.
are subject to the Proxy.
(ii) Shared power to vote or to direct the vote:
See the responses to Item 6 on the attached cover
pages.
(iii) Sole power to dispose or to direct the
disposition:
See the responses to Item 7 on the attached cover pages.
(iv) Shared power to dispose or to direct the
disposition:
See the responses to Item 8 on the attached cover pages.
|
Item 5.
|
Ownership of Five Percent or Less of a Class.
|
If this statement is being filed to report the fact
that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities,
check the following ¨:
|
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
or Control Person.
|
Not Applicable.
|
Item 8.
|
Identification and Classification of Members of the Group.
|
Not Applicable.
|
Item 9.
|
Notice of Dissolution
of Group.
|
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.
Signatures
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: August 12, 2021
Fifth Wall Ventures Management GP, LLC
|
By:
|
/s/ Andriy Mykhaylovskyy
|
|
|
Signature
|
|
|
|
Andriy Mykhaylovskyy/ Vice President
|
|
Name/Title
|
Fifth
Wall Ventures Management, L.P.
|
By:
|
Fifth Wall Ventures Management GP, LLC, its general partner
|
|
|
|
By:
|
/s/ Andriy Mykhaylovskyy
|
|
|
Signature
|
|
|
|
Andriy Mykhaylovskyy/ Vice President
|
|
Name/Title
|
Fifth Wall Ventures GP, LLC
|
By:
|
/s/ Andriy Mykhaylovskyy
|
|
|
Signature
|
|
|
|
Andriy Mykhaylovskyy/ Vice President
|
|
Name/Title
|
Fifth Wall Ventures, L.P.
|
By:
|
Fifth Wall Ventures GP, LLC, its general partner
|
|
|
|
By:
|
/s/ Andriy Mykhaylovskyy
|
|
|
Signature
|
|
|
|
Andriy Mykhaylovskyy/ Vice President
|
|
Name/Title
|
Fifth Wall Ventures SPV IV, L.P.
|
By:
|
Fifth Wall Ventures GP, LLC, its general partner
|
|
|
|
|
By:
|
/s/ Andriy Mykhaylovskyy
|
|
|
Signature
|
|
|
|
Andriy Mykhaylovskyy/ Vice President
|
|
Name/Title
|
Fifth Wall Ventures SPV XVII, L.P.
|
By:
|
Fifth Wall Ventures GP, LLC, its general partner
|
|
|
|
|
By:
|
/s/ Andriy Mykhaylovskyy
|
|
|
Signature
|
|
|
|
|
Andriy Mykhaylovskyy/ Vice President
|
|
Name/Title
|