Tobi III Spe I Llc - Oct 8, 2021 Form 4 Insider Report for Velocity Financial, Inc. (VEL)

Role
Director, 10%+ Owner
Signature
/s/ Harin de Silva, Executive Vice President, Pacific Investment Management Company LLC
Stock symbol
VEL
Transactions as of
Oct 8, 2021
Transactions value $
$24,999,998
Form type
4
Date filed
10/12/2021, 02:59 PM

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction VEL Common Stock Conversion of derivative security $25M +6.49M +145.26% $3.85 11M Oct 8, 2021 Direct F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction VEL Series A Convertible Preferred Stock Conversion of derivative security $0 -25K -100% $0.00* 0 Oct 8, 2021 Common Stock 6.49M $3.85 Direct F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 TOBI III SPE I LLC, a Delaware limited liability company ("TOBI"), is the direct holder of the Issuer's securities. TOBI was formed solely for the purpose of investing in the Issuer. LVS III Holding LP, a Delaware limited partnership ("LVS"), is the sole member of TOBI and operates as a pooled investment fund and invests (among other things) in operating companies. PIMCO GP XVII, LLC, a Delaware limited liability company ("PIMCO GP"), is the sole general partner of LVS. Pacific Investment Management Company LLC is the sole managing member of PIMCO GP, retains a pecuniary interest therein, and has the power to make voting and investment decisions regarding the securities of the Issuer held by TOBI. The signatory below executes this Form 4 on behalf of each Reporting Person as an Executive Vice President of PIMCO.
F2 The Series A Preferred Stock was not convertible until Velocity Financial, Inc. (the "Issuer") obtained stockholder approval, which was obtained on August 13, 2020, following which the Series A Preferred Stock became convertible into shares of Common Stock, at the option of TOBI (or a permitted transferee) at an initial conversion price of $3.85 per share of Common Stock, equivalent to an initial conversion rate of 259.74, subject to customary anti-dilution adjustments. In addition, the Series A Preferred Stock was subject to conversion at the option of the Issuer after October 7, 2021 in accordance with the terms thereof. On October 8, 2021, the Issuer exercised its option to mandatorily convert all shares of Series A Preferred Stock then outstanding.
F3 The Series A Preferred Stock has no expiration date.