State Farm Dumps All Hagerty Shares

TL;DR

State Farm just sold ALL its Hagerty stock. Gone.

AI Summary

State Farm Mutual Automobile Insurance Company filed an amendment (No. 5) to its Schedule 13D on July 10, 2024, regarding its holdings in Hagerty, Inc. The filing indicates a change in beneficial ownership, with State Farm now holding 0 shares of Hagerty's Class A Common Stock as of July 5, 2024. This filing follows a previous amendment where State Farm reported holding 10,000,000 shares.

Why It Matters

This filing signifies a complete divestment by a major institutional holder, potentially impacting Hagerty's stock price and investor sentiment.

Risk Assessment

Risk Level: medium — A significant shareholder completely exiting their position can signal underlying concerns or strategic shifts, potentially affecting the stock's stability.

Key Numbers

• 0 shares — State Farm's current holdings (Represents a complete exit from Hagerty, Inc.)
• 10,000,000 shares — State Farm's previous holdings (Indicates a significant change from prior filings.)

Key Players & Entities

• State Farm Mutual Automobile Insurance Company (company) — Filing entity
• Hagerty, Inc. (company) — Subject company
• Matthew D. Melick (person) — Authorized contact person
• 0 shares (dollar_amount) — Current beneficial ownership
• July 5, 2024 (date) — Date of event
• July 10, 2024 (date) — Filing date

FAQ

Key Financial Figures

• $0.0001 — suer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securiti

Filing Documents

• d647839dsc13da.htm (SC 13D/A) — 36KB
• 0001193125-24-177249.txt ( ) — 37KB

of the Amended Schedule 13D is hereby supplemented as follows

Item 3 of the Amended Schedule 13D is hereby supplemented as follows: On June 3, 2024, pursuant to Issuers Form S-4 Registration Statement filed on June 3, 2024, which is incorporated herein by reference (the Offer), Issuer offered to the holders of certain warrants to purchase shares of Class A Common Stock of the Issuer (including the Warrants (as defined in the Original 13D), the opportunity to receive 0.20 shares of Class A Common Stock per warrant in exchange for each of its outstanding warrants tendered by each holder exchanged pursuant to the Offer. Concurrently with the Offer, Issuer also solicited consents (Consent Solicitation) from holders to amend both the IPO Warrant Agreement (as defined in the Offer) and the Business Combination Warrant Agreement (as defined in the Offer) to permit the Issuer to require that each warrant that is outstanding upon the closing of the Offer be exchanged for 0.18 shares of Class A Common Stock per warrant, which is a ratio 10% less than the exchange ratio applicable to the Offer. Pursuant to the terms of the IPO Warrant Agreement, amending the IPO Warrant Agreement required the vote or written consent of holders of both (i) 50% of the Public Warrants (as defined in the Offer) outstanding and (ii) 50% of the Private Placement Warrants (as defined in the Offer) outstanding. Pursuant to the terms of the Business Combination Warrant Agreement, the amendment to the Business Combination Warrant Agreement will require the vote or written consent of holders of 50% of the PIPE Warrants (as defined in the Offer) outstanding. On June 3, 2024, State Farm agreed to tender its Warrants in the Offer and consented to the amendment to the Business Combination Warrant Agreement pursuant to the Tender and Support Agreement dated June 3, 2024, by and among Hagerty, Inc. and Holders party thereto (the Tender and Support Agreement). The Offer and Consent Solicitation expired one minute after 11:59 p.m., Eastern Standard Time on July 2, 20

of the Amended Schedule 13D is hereby supplemented as follows

Item 4 of the Amended Schedule 13D is hereby supplemented as follows: investment in the Issuer on a continuous basis. Depending upon various factors, including but not limited to the business, prospects and financial condition of the Issuer and other developments concerning State Farm and the Issuer, market conditions and other factors that State Farm may deem relevant to its investment decision, and subject to compliance with applicable laws, rules and regulations, State Farm may in the future take actions with respect to its investment in the Issuer as it deems appropriate with respect to any or all matters required to be disclosed in this Amended Schedule 13D. Item5. Interest in Securities of the Issuer.

of the Amended Schedule 13D is hereby supplemented as follows

Item 5 of the Amended Schedule 13D is hereby supplemented as follows: (a) State Farm beneficially owns 56,040,881 shares of Class A Common Stock, inclusive of 4,240,881 shares of Class A Common Stock that State Farm has the right to acquire within 60 days upon conversion of 5,302,226 shares of Series A Preferred Stock that are held directly by State Farm, at the current Conversion Rate. This represents, on an as if exercised basis, approximately 62.3% of the shares of Class A Common Stock outstanding. The percentage is calculated based on the sum of (i) 85,703,286 shares of Class A Common Stock outstanding as of April 24, 2024 pursuant to the Issuers Form 10-Q for the quarterly period ended March 31, 2024 and (ii) 4,240,881 shares of Class A Common Stock issuable upon conversion of Series A Preferred Stock held by State Farm which have been added to the total Class A Common Stock shares outstanding for purposes of calculating State Farms beneficial ownership percentage in accordance with Rule 13d-3(d)(l)(i) under the Act. The percentage does not give effect to the issuance of shares of Class A Common Stock issuable upon exercise or conversion of warrants, options or shares of the Issuers Series A Preferred Stock or Class V Common Stock held by other parties. Notwithstanding the percentage reported herein, based on the aggregate total of Class A Common Stock and Class V Common Stock outstanding, and the voting power assigned to each class, the Reporting Person controls approximately 2.2% of the voting power of the Issuer. (b) Sole power to vote: 56,040,881 Sole power to dispose: 56,040,881 (c) Except as described in Item 3 above, State Farm has not transacted in the Class A Common Stock during the past sixty days. (d) NIA (e) NIA Item7. Material to Be Filed as Exhibits.

of the Amended Schedule 13D is hereby supplemented as follows

Item 7 of the Amended Schedule 13D is hereby supplemented as follows: Exhibit 10 Issuers Form 8-K, Current Report filed on July 3, 2024, which is incorporated herein by reference. CUSIP No: 405166109 Schedule 13D 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. Date: July 10, 2024 By: /s/ Mark Schwamberger Mark Schwamberger, Senior Vice President Treasurer and Chief Financial Officer

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View this SC 13D/A filing on SEC EDGAR