Filing Details
- Accession Number:
- 0001840776-22-000010
- Form Type:
- 5
- Zero Holdings:
- No
- Publication Time:
- 2022-02-14 16:10:25
- Reporting Period:
- 2021-12-31
- Accepted Time:
- 2022-02-14 16:10:25
- SEC Url:
- Form 4 Filing
Issuer
| Cik | Name | Symbol | Sector (SIC) | IRS No |
|---|---|---|---|---|
| 1840776 | Hagerty Inc. | HGTY | () | 5 |
Insiders
| Cik | Name | Reported Address | Insider Title | Director | Officer | Large Shareholder | Other |
|---|---|---|---|---|---|---|---|
| 1124462 | I Robert Kauffman | 105 S. Maple Street Itasca IL 60143 | Yes | No | No | No |
Reported Non-Derivative Transactions
| Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|---|---|---|---|---|---|
| Class A Common Stock | Acquisiton | 2021-04-09 | 1,500,000 | $0.00 | 1,500,000 | No | 5 | P | Indirect | By Aldel LLC |
| Class A Common Stock | Acquisiton | 2021-04-12 | 515,000 | $0.00 | 515,000 | No | 5 | P | Indirect | By Aldel Investors LLC |
| Class A Common Stock | Acquisiton | 2021-12-02 | 2,000,000 | $0.00 | 2,000,000 | No | 5 | P | Indirect | By Aldel LLC |
| Class A Common Stock | Acquisiton | 2021-12-02 | 2,200,000 | $0.00 | 2,200,000 | No | 5 | M | Indirect | By Aldel Investors LLC |
| Class A Common Stock | Acquisiton | 2021-12-02 | 25,000 | $0.00 | 25,000 | No | 5 | M | Direct |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 5 | P | Indirect | By Aldel LLC |
| No | 5 | P | Indirect | By Aldel Investors LLC |
| No | 5 | P | Indirect | By Aldel LLC |
| No | 5 | M | Indirect | By Aldel Investors LLC |
| No | 5 | M | Direct |
Reported Derivative Transactions
| Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
|---|---|---|---|---|---|---|---|
| Class A Common Stock | Class B Common Stock | Acquisiton | 2021-01-11 | 4,675,000 | $0.00 | 2,200,000 | $0.00 |
| Class A Common Stock | Class B Common Stock | Disposition | 2021-01-15 | 175,000 | $0.00 | 175,000 | $0.00 |
| Class A Common Stock | Class B Common Stock | Acquisiton | 2021-01-15 | 25,000 | $0.00 | 25,000 | $0.00 |
| Class A Common Stock | OTM Warrants | Acquisiton | 2021-04-08 | 650,000 | $0.10 | 650,000 | $15.00 |
| Class A Common Stock | Public Warrants | Acquisiton | 2021-04-09 | 750,000 | $0.00 | 750,000 | $11.50 |
| Class A Common Stock | Private Placement Warrants | Acquisiton | 2021-04-12 | 257,500 | $0.00 | 257,500 | $11.50 |
| Class A Common Stock | Class B Common Stock | Disposition | 2021-04-25 | 2,300,000 | $0.00 | 2,300,000 | $0.00 |
| Class A Common Stock | Class B Common Stock | Disposition | 2021-12-02 | 2,200,000 | $0.00 | 2,200,000 | $0.00 |
| Class A Common Stock | Class B Common Stock | Disposition | 2021-12-02 | 25,000 | $0.00 | 25,000 | $0.00 |
| Class A Common Stock | PIPE Warrants | Acquisiton | 2021-12-02 | 360,000 | $0.00 | 360,000 | $11.50 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 0 | No | 4 | P | Indirect | ||
| 0 | No | 4 | D | Indirect | ||
| 0 | No | 4 | A | Direct | ||
| 650,000 | 2022-04-12 | 2026-12-02 | No | 4 | P | Indirect |
| 750,000 | 2022-04-12 | 2026-12-02 | No | 5 | P | Indirect |
| 257,500 | 2022-04-12 | 2026-12-02 | No | 5 | P | Indirect |
| 0 | No | 4 | D | Indirect | ||
| 0 | No | 5 | M | Indirect | ||
| 0 | No | 5 | M | Direct | ||
| 360,000 | 2022-01-01 | 2026-12-02 | No | 4 | P | Indirect |
Footnotes
- The shares of Class A common stock were acquired as part of the public units ("Public Units") of Aldel Financial Inc. in connection with its initial public offering. Each Public Unit consisted of one share of Class A Common Stock and one-half of one Public Warrant to purchase one share of Class A Common Stock at an exercise price of $11.50 per share (the "Public Warrants"). The Public Units were purchased for $10.00 per share.
- Held by Aldel LLC. Mr. Kauffman is the manager of Aldel LLC and has voting and investment discretion with respect to the shares of common stock held of record by Aldel LLC. Mr. Kauffman disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
- Simultaneously with the consummation of the initial public offering of Aldel Financial Inc., Aldel Investors LLC acquired, at a price of $10.00 per unit, 515,000 units (the "Private Units") in a private placement for an aggregate purchase price of $5,150,000. Each Private Unit consists of one share of Class A Common Stock and one-half of one Private Placement Warrant to purchase one share of Class A Common Stock at an exercise price of $11.50 per share.
- Held by Aldel Investors LLC. Mr. Kauffman is the manager of Aldel Investors LLC and has voting and investment discretion with respect to the shares of common stock held of record by Aldel Investors LLC. Mr. Kauffman disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
- The shares of Class A common stock are held as part of the PIPE units ("PIPE Units") of Aldel Financial Inc., with each PIPE Unit consisting of one share of Class A Common Stock, par value $0.0001 per share ("Common Stock") and 18% of one PIPE Warrant to purchase one share of Common Stock at an exercise price of $11.50 per share (the "PIPE Warrants"). The PIPE Units were purchased for $10.00 per share from Aldel Financial Inc.
- As described in Aldel Financial Inc.'s definitive proxy statement dated November 10, 2021 under the heading "Description of Securities of Aldel- Founder Shares," the shares of Class B common stock of Aldel Financial Inc. were automatically converted into shares of Class A common stock at the time of the registrant's initial business combination on a one-for-one basis.
- On January 11, 2021, Aldel Financial Inc. issued 4,675,000 shares of Class B Common Stock to Aldel Investors LLC for a purchase price of $20,326.09.
- On December 2, 2021, upon closing of the initial business combination, the shares of Class B common stock converted into shares of Class A common stock on a one-for-one basis.
- On January 15, 2021, the Aldel Investors LLC transferred an aggregate of 175,000 shares of Class B Common Stock to members of the Aldel Financial Inc.'s management and board of directors as well as senior advisors.
- On January 15, 2021, Robert Kauffman received 25,000 shares of Class B Common Stock from Aldel Investors LLC.
- Consists of 650,000 OTM Warrants purchased pursuant to the OTM Warrants Purchase Agreement, dated April 8, 2021, by and among Aldel Financial Inc., Aldel Investors LLC, a Delaware limited liability company, and FG SPAC Partners LP, a Delaware limited partnership. Each OTM Warrant is exercisable for one share of Class A Common Stock at an exercise price of $15.00 per share.
- Pursuant to the Sponsor Warrant Lock-Up Agreement dated as of December 2, 2021, the Private Placement Warrants are not exercisable until the date on which the volume weighted average trading price of the Class A Common Stock exceeds $15.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing December 2, 2022, and the OTM Warrants are not exercisable until the date on which the volume weighted average trading price of the common stock of the Class A Common Stock exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing June 2, 2023.
- The Public Warrants are exercisable beginning on April 12, 2022.
- On March 25, 2021, Aldel Investors LLC forfeited to Aldel Financial Inc. for no consideration, 2,300,000 shares of Class B Common Stock.
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