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