Schedule 13D

Filed by: MITSUI SUMITOMO INSURANCE COMPANY LTD
Total Shares: 39,555,425
Subject Company: Hippo Holdings Inc - View Complete Ownership History Backtest
Filed as of Date: 08/12/2021
Event Date: 08/02/2021
Overall % Ownership: 7.07
Theoretical performance if you bought this security on the day the filing was released.
Perf 1d Perf 5d Perf 1m Perf 6m Perf 1y Max Gain # Days to Max Gain Max Loss # Days to Max Loss
-10.3741 -27.551 -16.6667 -66.1565 16.6667 20 -67.6871 122

Reporting Persons

Name Sole
Voting Power
Shared
Voting Power
Sole
Dispositive Power
Shared
Dispositive Power
Aggregate
Amount Owned
Percent
of class
Mitsui Sumitomo Insurance Co, Ltd (TIN: 131957438) 39,555,425 0 39,555,425 0 39,555,425 7.07%
View Original Filing on Edgar's

Raw Filing Contents

0001193125-21-244554.txt : 20210812
0001193125-21-244554.hdr.sgml : 20210812
20210812150352
ACCESSION NUMBER:		0001193125-21-244554
CONFORMED SUBMISSION TYPE:	SC 13D
PUBLIC DOCUMENT COUNT:		3
FILED AS OF DATE:		20210812
DATE AS OF CHANGE:		20210812
GROUP MEMBERS:		MS&AD INSURANCE GROUP HOLDINGS, INC.

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Hippo Holdings Inc.
		CENTRAL INDEX KEY:			0001828105
		STANDARD INDUSTRIAL CLASSIFICATION:	FIRE, MARINE & CASUALTY INSURANCE [6331]
		IRS NUMBER:				981562010
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13D
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-92083
		FILM NUMBER:		211167138

	BUSINESS ADDRESS:	
		STREET 1:		150 FOREST AVENUE
		CITY:			PALO ALTO
		STATE:			CA
		ZIP:			94301
		BUSINESS PHONE:		(650) 294-8463

	MAIL ADDRESS:	
		STREET 1:		150 FOREST AVENUE
		CITY:			PALO ALTO
		STATE:			CA
		ZIP:			94301

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	Reinvent Technology Partners Z
		DATE OF NAME CHANGE:	20201029

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	Reinvent Technology Partners B
		DATE OF NAME CHANGE:	20201013

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			MITSUI SUMITOMO INSURANCE CO LTD
		CENTRAL INDEX KEY:			0001142206
		STANDARD INDUSTRIAL CLASSIFICATION:	FIRE, MARINE & CASUALTY INSURANCE [6331]
		IRS NUMBER:				000000000
		STATE OF INCORPORATION:			M0
		FISCAL YEAR END:			0331

	FILING VALUES:
		FORM TYPE:		SC 13D

	BUSINESS ADDRESS:	
		STREET 1:		9, KANDA SURUGADAI 3-CHOME
		STREET 2:		CHIYODA-KU
		CITY:			TOKYO
		STATE:			M0
		ZIP:			101-8011
		BUSINESS PHONE:		81332593111

	MAIL ADDRESS:	
		STREET 1:		9, KANDA SURUGADAI 3-CHOME
		STREET 2:		CHIYODA-KU
		CITY:			TOKYO
		STATE:			M0
		ZIP:			101-8011
SC 13D 1 d209732dsc13d.htm SC 13D SC 13D

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

 

 

Hippo Holdings Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

433539103

(CUSIP Number)

Seiji Tanaka

Manager, Corporate Planning Section,

Corporate Planning Department

Mitsui Sumitomo Insurance Co., Ltd.

9, Kanda-Surugadai

3-chome, Chiyoda-Ku

Tokyo, Japan

+81–3–3259–1302

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

August 2, 2021

(Date of Event which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-l(f) or 240.13d-l(g), check the following box.  ☐

The information required on 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.

 

 

 


CUSIP No. 433539103    13D    Page 2 of 7 Pages

 

  1    

  NAMES OF REPORTING PERSONS

  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS [ENTITIES ONLY]

 

  MS&AD Insurance Group Holdings, Inc.

  Mitsui Sumitomo Insurance Co., Ltd. (TIN: 13-1957438)

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS

 

  WC

  5  

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  Japan

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7     

  SOLE VOTING POWER

 

  39,555,425

     8   

  SHARED VOTING POWER

 

  -0-

     9   

  SOLE DISPOSITIVE POWER

 

  39,555,425

   10   

  SHARED DISPOSITIVE POWER

 

  -0-

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  39,555,425

12  

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

  7.07%

14  

  TYPE OF REPORTING PERSON

 

  IC


Item 1.

Security and Issuer.

The class of securities to which this Statement relates is the Common Stock, par value $0.0001 per share (the “Common Stock”), of Hippo Holdings Inc., a Delaware corporation (the “Issuer”). The principal business address of the Issuer is 150 Forest Avenue, Palo Alto, California 94301.

 

Item 2.

Identity and Background.

The persons filing this Statement are MS&AD Insurance Group Holdings, Inc., a corporation organized under the laws of Japan (“MS&AD Holdings”), and Mitsui Sumitomo Insurance Co., Ltd., a corporation organized under the laws of Japan (“MSI” and together with MS&AD Holdings, the “Reporting Persons”). MS&AD Holdings is an insurance holding company the shares of which are listed on the Tokyo Stock Exchange and Nagoya Stock Exchange. MSI is an insurance company and a wholly-owned subsidiary of MS&AD Holdings. The principal business address of the MS&AD Holdings is Tokyo Sumitomo Twin Building (West Tower), 27-2, Shinkawa 2-chome, Chuo-ku, Tokyo, Japan. The principal business address of MSI is 9, Kanda-Surugadai 3-chome, Chiyoda-Ku, Tokyo, Japan.

Schedule A to this Statement includes the name, business address, present principal occupation or employment and citizenship of the directors and executive officers of the each of the Reporting Persons.

During the last five years, neither of the Reporting Persons nor any of their respective directors or executive officers identified in Schedule A to this Statement has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors). During the last five years, neither of the Reporting Persons nor any of their respective directors or executive officers identified in Schedule A to this Statement was 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.

 

Item 3.

Source and Amount of Funds or Other Consideration.

The Reporting Persons used funds included in working capital to acquire the Common Stock of the Issuer to which this Statement relates.

 

Item 4.

Purpose of Transaction.

On November 23, 2020, MSI entered into a Crossover Note Purchase Agreement (as amended, the “Note Purchase Agreement”) and a related side letter (the “Side Letter”) with Hippo Enterprises, Inc., a Delaware corporation and the corporate predecessor of the Issuer. Pursuant to the Note Purchase Agreement, on November 23, 2020, MSI purchased a convertible note (the “Convertible Note”) issued by the Issuer for $350,000,000. The Convertible Note was convertible into equity securities of the Issuer or its corporate successors in connection with various financing and change in control transactions involving the Issuer.

On March 3, 2021, the Issuer entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Reinvent Technology Partners Z, a Cayman Islands exempted company limited by shares (“RTPZ”), and RTPZ Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of RTPZ “Merger Sub”). Through a series of merger transactions effected in accordance with the Merger Agreement, on August 2, 2021, the Issuer merged with Merger Sub and RTPZ and the surviving corporation in such mergers changed its corporate name to Hippo Holdings Inc. Upon the consummation of the transactions contemplated by the Merger Agreement, all principal and accrued interest with respect to the Convertible Note automatically converted in accordance with its terms into 39,555,425 shares of Common Stock of the Issuer.


Pursuant to the Side Letter, MSI is entitled to require the Issuer to register the public resale of shares of Common Stock beneficially owned by MSI pursuant to the Securities Act of 1933, as amended, in accordance with the terms of the Amended and Restated Investors’ Rights Agreement dated July 8, 2020 among the Issuer and the parties thereto. The Side Letter further grants MSI the right to designate a representative to serve as a non-voting observer at meetings of the Issuer’s board of directors and to meet and consult with the management of the Issuer from time to time regarding significant business issues, including management’s proposed annual operating plans. MSI is entitled to exercise these latter rights so long as it continues to beneficially own at least 50% of the shares of Common Stock issued upon the conversion of the Convertible Note.

The Side Letter also provides for transfer restrictions applicable to the shares of Common Stock beneficially owned by MSI. Until the third anniversary of the closing of the transactions contemplated by the Merger Agreement, MSI may not lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right, or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock, or enter into any swap or other arrangement that transfers to another, in whole or in part, the economic consequences of ownership of such securities. Notwithstanding the foregoing restrictions, MSI is permitted under the Side Letter to effect restricted sale and other transactions with respect to up to 10% of the restricted shares prior to the first anniversary of the commencement of the lock-up period, up to 13.5% of the restricted shares between the first and second anniversaries of the commencement of the lock-up period, and up to 16% of the restricted shares between the second and third anniversaries of the commencement of the lock-up period. Shares permitted to be sold that are not disposed of during periods when permitted to be sold may be sold during subsequent periods. In addition, the lock-up restrictions do not apply in the case of the sale of shares in connection with a tender or exchange offer approved by the Issuer’s board of directors, non-public resales to parties that agree to become subject to the same resale restrictions, or following the occurrence of any material adverse change in (i) the business, financial condition or business continuity of the Issuer or MSI or (ii) legal or regulatory matters that would prohibit or materially restrict the ability of MSI to continue to hold shares of Common Stock, in each case other than changes or effects which are global in nature and which generally apply to the industry in which either the Issuer or MSI operates.

The Reporting Persons have acquired the Common Stock to which this Statement relates for investment purposes. The Reporting Persons will continue to evaluate their investment in the Issuer on the basis of various factors, including the Issuer’s business, financial condition, results of operations and prospects, general economic and industry conditions, and the securities markets in general and those for the Issuer’s shares. Based upon such evaluation, the Reporting Persons may take such actions in the future as they may deem appropriate in light of the circumstances existing from time to time. Depending on market and other factors, subject to the provisions of the Side Letter, the Reporting Persons may seek to acquire additional shares of Common Stock in the open market or in private transactions, or determine to dispose of all or a portion of the Common Stock beneficially owned by the Reporting Persons, including through hedging transactions with third parties. Except as set forth in this Item 4, the Reporting Persons do not have any plans or proposals with respect to any of the actions specified in Item 4 of Schedule 13D.

 

Item 5.

Interest in Securities of the Issuer.

(a)-(b) MSI beneficially owns 39,555,425 shares of Common Stock, representing 7.07% of the outstanding shares of Common Stock. Because MSI is its wholly-owned subsidiary, MS&AD Holdings may in accordance with the rules of the Securities and Exchange Commission (the “Commission”) be deemed to be an indirect beneficial owner of the shares of Common Stock beneficially owned by MSI. MS&AD Holdings disclaims beneficial ownership of such shares. The percentage beneficial ownership of the Reporting Persons has been determined based on 559,731,226 shares of Common Stock outstanding as of August 2, 2021. The Reporting Persons have sole power to vote or direct the voting of, and sole power to dispose or direct the disposition of, the 39,555,425 shares of Common Stock they beneficially own.


(c) During the 60-day period prior to the date of this Statement, the Reporting Persons acquired the number of shares of Common Stock indicated below pursuant to the conversion of the Convertible Note in connection with the consummation of the transactions contemplated by the Merger Agreement:

 

Date

   Number of
Shares
     Average Price
Per Share
 

8/2/21

     39,555,425      $ 9.00  

(d)–(e) Not Applicable.

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The information provided in Item 4 above is incorporated by reference in this Item 6.

 

Item 7.

Material to Be Filed as Exhibits.

 

Exhibit 1    Joint Filing Agreement
Exhibit 2    Side Letter dated November 23, 2020 between Hippo Enterprises Inc. and Mitsui Sumitomo Insurance Co., Ltd.


SIGNATURE

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.

 

August 12, 2021
MITSUI SUMITOMO INSURANCE CO., LTD.

/s/ Seiji Tanaka

Name:   Seiji Tanaka
Title:   Manager, Corporate Planning Section,
  Corporate Planning Department


Schedule A

Directors and Executive Officers of the Reporting Persons

MS&AD Insurance Group Holdings, Inc.

 

Name

  

Business Address

  

Principal Occupation or Employment

  

Citizenship

Directors

Yasuyoshi Karasawa

   27-2, Shinkawa 2-chome, Chuo-ku, Tokyo, Japan    Director, Chairman of the Board    Japan

Yasuzo Kanasugi

   27-2, Shinkawa 2-chome, Chuo-ku, Tokyo, Japan    Representative Director, Vice Chairman of the Board    Japan

Noriyuki Hara

   27-2, Shinkawa 2-chome, Chuo-ku, Tokyo, Japan    Representative Director, President & CEO    Japan

Tetsuji Higuchi

   27-2, Shinkawa 2-chome, Chuo-ku, Tokyo, Japan    Representative Director, Executive Vice President, CFO    Japan

Masahito Fukuda

   27-2, Shinkawa 2-chome, Chuo-ku, Tokyo, Japan    Director, Executive Officer    Japan

Takaoki Endo

   27-2, Shinkawa 2-chome, Chuo-ku, Tokyo, Japan    Director, Executive Officer    Japan

Mariko Bando

   27-2, Shinkawa 2-chome, Chuo-ku, Tokyo, Japan    Director    Japan

Akira Arima

   27-2, Shinkawa 2-chome, Chuo-ku, Tokyo, Japan    Director    Japan

Junichi Tobimatsu

   27-2, Shinkawa 2-chome, Chuo-ku, Tokyo, Japan    Director    Japan

Rochelle Kopp

   27-2, Shinkawa 2-chome, Chuo-ku, Tokyo, Japan    Director    U.S.A.

Mitsui Sumitomo Insurance Co., Ltd. .

 

Name

  

Business Address

  

Principal Occupation or Employment

  

Citizenship

Directors

Noriyuki Hara

   9, Kanda-Surugadai 3-chome, Chiyoda-ku, Tokyo, Japan    Representative Director, Chairman of the Board    Japan

Shinichiro Funabiki

   9, Kanda-Surugadai 3-chome, Chiyoda-ku, Tokyo, Japan    Representative Director, President, Chief Executive Officer    Japan

Masahito Fukuda

   9, Kanda-Surugadai 3-chome, Chiyoda-ku, Tokyo, Japan    Director, Executive Vice President    Japan

Hitoshi Goto

   9, Kanda-Surugadai 3-chome, Chiyoda-ku, Tokyo, Japan    Director, Senior Executive Officer    Japan

Hisakazu O’chi

   9, Kanda-Surugadai 3-chome, Chiyoda-ku, Tokyo, Japan    Director, Senior Executive Officer, General Manager of Underwriting Division    Japan

Tamaki Kawate

   9, Kanda-Surugadai 3-chome, Chiyoda-ku, Tokyo, Japan    Director, Senior Executive Officer    Japan

Tomoyuki Shimazu

   9, Kanda-Surugadai 3-chome, Chiyoda-ku, Tokyo, Japan    Director, Senior Executive Officer    Japan

Masashi Ippongi

   9, Kanda-Surugadai 3-chome, Chiyoda-ku, Tokyo, Japan    Director, Managing Executive Officer    Japan

Akiko Yuge

   9, Kanda-Surugadai 3-chome, Chiyoda-ku, Tokyo, Japan    Director    Japan

Hiroshi Kimura

   9, Kanda-Surugadai 3-chome, Chiyoda-ku, Tokyo, Japan    Director    Japan

Atsuko Ishii

   9, Kanda-Surugadai 3-chome, Chiyoda-ku, Tokyo, Japan    Director    Japan

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