0001096343-21-000197.txt : 20211210 0001096343-21-000197.hdr.sgml : 20211210 20211210163744 ACCESSION NUMBER: 0001096343-21-000197 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20211202 FILED AS OF DATE: 20211210 DATE AS OF CHANGE: 20211210 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MARKEL CORP CENTRAL INDEX KEY: 0001096343 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40244 FILM NUMBER: 211485877 BUSINESS ADDRESS: STREET 1: 4521 HIGHWOODS PARKWAY CITY: GLEN ALLEN STATE: VA ZIP: 23060-6148 BUSINESS PHONE: 8047470136 MAIL ADDRESS: STREET 1: 4521 HIGHWOODS PKWY CITY: GLEN ALLEN STATE: VA ZIP: 23060 FORMER NAME: FORMER CONFORMED NAME: MARKEL HOLDINGS INC DATE OF NAME CHANGE: 19991005 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Hagerty, Inc. CENTRAL INDEX KEY: 0001840776 STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE AGENTS BROKERS & SERVICES [6411] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 121 DRIVERS EDGE CITY: TRAVERSE CITY STATE: MI ZIP: 49684 BUSINESS PHONE: 800-922-4050 MAIL ADDRESS: STREET 1: 121 DRIVERS EDGE CITY: TRAVERSE CITY STATE: MI ZIP: 49684 FORMER COMPANY: FORMER CONFORMED NAME: Aldel Financial Inc. DATE OF NAME CHANGE: 20210115 3 1 wf-form3_163917224887212.xml FORM 3 X0206 3 2021-12-02 0 0001840776 Hagerty, Inc. HGTY 0001096343 MARKEL CORP 4521 HIGHWOODS PARKWAY GLEN ALLEN VA 23060 0 0 1 0 Class A Common Stock 3000000 D Class V Common Stock Class A Common Stock 75000000.0 D Warrants to purchase Class A Common Stock 11.5 2022-01-01 2026-12-02 Class A Common Stock 540000.0 D Each share of Class V Common Stock is paired with one unit of limited liability company interest of The Hagerty Group, LLC (each, an "OpCo Unit" and, together with each corresponding share of Class V Common Stock, a "Paired Interest"). Each Paired Interest has no expiration date and is exchangeable, at the option of the holder, on a one-for-one basis for a share of Class A Common Stock of the Issuer or, at the option of the Issuer, an equivalent value in cash, pursuant to the Exchange Agreement dated December 2, 2021, among the Reporting Person, The Hagerty Group, LLC, Hagerty Holding Corp. and the Issuer. Each share of Class V Common Stock has no incidents of economic ownership and has ten (10) votes per share until the earlier of (i) December 2, 2036, and (ii) transfer to a non-qualified transferee, after which it has one (1) vote per share. These warrants are exercisable on a cashless basis any time prior to expiration. Once the warrants become exercisable, the Issuer may redeem, at a price of $0.01 per warrant, any whole warrants outstanding after a 30-day notice period for cash if the closing price of the Class A Common Stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period. /s/ Richard R. Grinnan, Senior Vice President, Chief Legal Officer and Secretary 2021-12-10