Spg Gp, Llc - Oct 8, 2021 Form 4 Insider Report for Velocity Financial, Inc. (VEL)

Role
Director, 10%+ Owner
Signature
SPG GP, LLC, /s/ Alan Mantel, as authorized signatory of SPG GP, LLC
Stock symbol
VEL
Transactions as of
Oct 8, 2021
Transactions value $
$19,999,995
Form type
4
Date filed
10/12/2021, 09:57 PM

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction VEL Common Stock Conversion of derivative security $20M +5.19M +73.39% $3.85 12.3M Oct 8, 2021 See footnotes F1, F2, F3, F4

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 -20K -100% $0.00* 0 Oct 8, 2021 Common Stock 5.19M $3.85 See Footnotes F1, F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Pursuant to a Securities Purchase Agreement, dated as of April 5, 2020, by and between Snow Phipps Group AIV, L.P. ("SPG AIV"), Snow Phipps Group (RPV), L.P. ("SPG RPV"), Snow Phipps Group AIV (Offshore) L.P. ("SPG AIV (Offshore)") and Velocity Financial, Inc. (the "Issuer"), SPG AIV, SPG RPV, and SPG AIV (Offshore) acquired from the Issuer an aggregate of (i) 20,000 newly issued shares of Series A Convertible Preferred Stock, par value $0.01 per share (the "Series A Preferred Stock"). The Series A Preferred Stock was not convertible until the Issuer obtained stockholder approval as required by applicable NYSE rules ("Stockholder Approval").
F2 (continued from footnote 1) After the Issuer obtained Stockholder Approval, the Series A Preferred Stock was converted into, with respect to each share of Series A Preferred Stock so converted, the number of shares of Common Stock equal to the then applicable conversion rate (plus cash in lieu of fractional shares) at any time, in whole or in part, at the option of SPG AIV, SPG RPV, and SPG AIV (Offshore) (or a respective permitted transferee) at a conversion price of $3.85 per share of Common Stock. The conversion rate for the Series A Preferred Stock is 259.74. The preferred stock is perpetual and therefore has no expiration date.
F3 This form 4 is being filed by and on behalf of each of the following: Ian K. Snow, who serves as the managing member of SPG GP, LLC, the general partner of Snow Phipps Group AIV, L.P., Snow Phipps Group (RPV), L.P., and Snow Phipps Group AIV (Offshore) L.P. (Ian K. Snow, collectively, with SPG GP LLC, Snow Phipps Group AIV, L.P., Snow Phipps Group (RPV), L.P., and Snow Phipps Group AIV (Offshore) L.P., the "Reporting Persons"). Represents (i) 4,895,844 shares of Common Stock held directly by Snow Phipps Group AIV, L.P., (ii) 255,064 shares of Common Stock held directly by Snow Phipps Group (RPV), L.P., and 43,896 shares of Common Stock held directly by Snow Phipps Group AIV (Offshore) L.P. Other than Snow Phipps Group AIV, L.P., Snow Phipps Group (RPV), L.P., and Snow Phipps Group AIV (Offshore) L.P. the Reporting Persons do not themselves directly hold any Common Stock.
F4 Each of the Reporting Persons disclaims beneficial ownership of the securities to the extent it exceeds their pecuniary interest therein

Remarks:

Exhibit 99.1 - Joint Filer Information, incorporated herein by reference.