SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Hoffman Reid

(Last) (First) (Middle)
C/O REINVENT CAPITAL LLC
215 PARK AVENUE, FLOOR 11

(Street)
NEW YORK NY 10003

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Hippo Holdings Inc. [ HIPO ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
Officer (give title below) X Other (specify below)
Former Director and 10% Owner
3. Date of Earliest Transaction (Month/Day/Year)
08/02/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 08/02/2021 M 5,630,000(1) A (2)(3) 5,630,000 I See Footnote(3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B ordinary shares (2)(3) 08/02/2021 M 5,630,000 (2)(3) (2)(3) Common Stock 5,630,000 (2)(3) 0 I See Footnote(3)
Explanation of Responses:
1. 75% of such shares are subject to vesting in tranches of 25% if the volume weighted average price of the Issuer's shares of Common Stock equals or exceeds $12.50, $15.00, or $20.00, respectively, for any 20 trading days within a 30 trading day period on or prior to the tenth anniversary of the business combination of Reinvent Technology Partners Z (the former name of the Issuer) ("RTPZ") and Hippo Enterprises Inc. (the "Business Combination"). On August 2, 2031, any unvested shares will automatically vest. In the event the Issuer completes a transaction that results in a change of control, all unvested shares will vest immediately prior to the closing of such transaction.
2. On August 2, 2021, RTPZ consummated the Business Combination. Pursuant to the Business Combination, RTPZ domesticated as a Delaware corporation and changed its name to "Hippo Holdings, Inc.", and each RTPZ Class B ordinary share was automatically converted into the right to receive one share of the Issuer's common stock. The reporting person resigned as a director of the Issuer upon consummation of the Business Combination.
3. The securities reported herein are directly held by Reinvent Sponsor Z LLC (the "Sponsor"). The reporting person may be deemed a beneficial owner of securities held by the Sponsor by virtue of his shared control over and indirect pecuniary interest in the Sponsor. The reporting person disclaims beneficial ownership of the securities held by the Sponsor, except to the extent of his pecuniary interest therein.
Remarks:
/s/ David Cohen as attorney-in-fact for Reid Hoffman 08/03/2021
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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