*
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The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any
subsequent amendment containing information which would alter disclosures provided in a prior cover page.
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CUSIP NO. 405166109
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Page 2 of 10 Pages
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1
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NAMES OF REPORTING PERSONS
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Markel Corporation |
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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WC |
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Virginia |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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78,540,000 (1), (2) |
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8
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SHARED VOTING POWER
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0 |
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9
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SOLE DISPOSITIVE POWER
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78,540,000 (1), (2) |
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10
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SHARED DISPOSITIVE POWER
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0 |
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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78,540,000 (1), (2) |
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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49.8% (3) |
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO |
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(1) |
Includes 75,000,000 shares of Class V Common Stock (as defined herein) and an equal number of OpCo Units (as defined herein), which are, together, exchangeable, at the option of the holder, on a
one-for-one basis for a share of Class A Common Stock (as defined herein) or, at the option of the Company (as defined herein), an equivalent value in cash. While, pursuant to Rule 13d-3(d) under
the Act, the Reporting Person (as defined herein) may not technically have the “right” to acquire the shares of Class A Common Stock underlying the Class V Common Stock and OpCo Units, such shares have been included in the Reporting
Person’s reported beneficial ownership throughout this Schedule 13D out of an abundance of caution.
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(2) |
Includes 540,000 shares of Class A Common Stock that the Reporting Person has the right to acquire within 60 days upon exercise of Warrants (as defined herein).
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(3) |
Percentage based on the sum of (i) approximately 82,327,466 shares of Class A Common Stock outstanding upon closing of the Company’s Business Combination (as defined herein), (ii) 540,000 shares of Class
A Common Stock issuable upon exercise of Warrants held by the Reporting Person, and (iii) 75,000,000 shares of Class A Common Stock that could be issued upon conversion of Class V Common Stock and OpCo Units held by the Reporting Person,
each of (ii) and (iii) of which have been added to the total shares of Class A Common Stock outstanding for purposes of calculating the Reporting Person’s beneficial ownership percentage in accordance with Rule 13d-3(d)(1)(i) under the Act.
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 29%
of the voting power of the Company.
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CUSIP NO. 405166109
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Page 3 of 10 Pages
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Item 1.
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Security and Issuer.
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Item 2.
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Identity and Background.
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Item 3.
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Source and Amount of Funds or Other Consideration.
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CUSIP NO. 405166109
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Page 4 of 10 Pages
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Item 4.
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Purpose of Transaction
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Item 5.
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Interest in Securities of the Issuer.
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CUSIP NO. 405166109
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Page 5 of 10 Pages
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Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
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• |
HHC will have the right to nominate (1) two directors for election by the stockholders of the Company for so long as HHC and its permitted transferees hold at least 50% of the common stock of the Company that it owned as of the closing of
the Business Combination and (2) one director for election by the stockholders of the Company for so long as HHC and its permitted transferees hold at least 25% of the common stock of the Company that it owned as of the closing of the
Business Combination;
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• |
Markel will have the right to nominate one director for election by the stockholders of the Company for so long as Markel and its permitted transferees hold at least 50% of the common stock of the Company that it owned as of the closing of
the Business Combination;
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• |
State Farm will have the right to nominate one director for election by the stockholders of the Company for so long as State Farm and its permitted transferees hold at least 50% of the common stock of the Company that it owned as of the
closing of the Business Combination;
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• |
HHC, Markel and State Farm will each have preemptive rights to purchase its pro rata share of certain new issuances of equity by the Company, subject to customary exclusions, for so long as each is entitled to nominate a director to be
elected to the Company’s board of directors; and
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• |
HHC, Markel and State Farm each agreed to vote its shares of common stock in the Company in support of the director nominees submitted pursuant to the Investor Rights Agreement and against certain other actions that are contrary to the
rights in the Investor Rights Agreement.
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CUSIP NO. 405166109
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Page 6 of 10 Pages
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• |
offer, sell, contract to sell, pledge, or otherwise dispose of, directly or indirectly, any shares of Class A Common Stock or securities convertible into or exercisable or exchangeable for Class A Common Stock held by it immediately after
the consummation of the Business Combination, or enter into a transaction that would have the same effect, subject to certain exceptions set forth in the Lock-Up Agreement;
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• |
enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any of such shares, whether any of these transactions are to be settled by delivery of such shares, in
cash or otherwise; or
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• |
publicly announce the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement, or engage in any “Short Sales” (as defined in the Lock-Up Agreement) with respect to any
security of the Company;
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CUSIP NO. 405166109
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Page 7 of 10 Pages
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Item 7.
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Material to Be Filed as Exhibits.
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CUSIP NO. 405166109
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Page 8 of 10 Pages
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MARKEL CORPORATION
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By:
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/s/ Richard R. Grinnan
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Name:
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Richard R. Grinnan
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Title:
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Senior Vice President, Chief Legal Officer and Secretary
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CUSIP NO. 405166109
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Page 9 of 10 Pages
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Name
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Present Occupation
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Citizenship
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Steven A. Markel
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Chairman of the Board, Markel Corporation
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United States
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Mark M. Besca
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Retired
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United States
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K. Bruce Connell
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Retired
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United States
and Bermuda
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Thomas S. Gayner
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Co-Chief Executive Officer, Markel Corporation
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United States
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Greta J. Harris
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President and Chief Executive Officer, Better Housing Coalition, 23 West Broad Street, Suite 100, Richmond, Virginia 23220
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United States
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Morgan E. Housel
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Partner, The Collaborative Fund, 400 Park Ave. 21st Floor New York, New York 10022
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United States
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Diane Leopold
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Executive Vice President and Chief Operating Officer, Dominion Energy, 120 Tredegar Street, Richmond, Virginia 23219
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United States
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Lemuel E. Lewis
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Retired
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United States
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Anthony F. Markel
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Retired Vice Chairman, President and Chief Operating Officer, Markel Corporation
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United States
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Harold L. Morrison, Jr.
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Retired
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United States
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Michael O’Reilly
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Retired
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United States
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A. Lynne Puckett
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Senior Vice President and General Counsel, Celanese Corporation, 222 W. Las Colinas Blvd., Suite 900N, Irving, Texas 75039
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United States
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Richard R. Whitt, III
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Co-Chief Executive Officer, Markel Corporation
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United States
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CUSIP NO. 405166109
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Page 10 of 10 Pages
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Name
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Present Occupation
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Citizenship
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Thomas S. Gayner
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Co-Chief Executive Officer, Markel Corporation
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United States
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Richard R. Whitt, III
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Co-Chief Executive Officer, Markel Corporation
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United States
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Robert C. Cox
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President and Chief Operating Officer, Insurance Operations, Markel Corporation
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United States
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Michael R. Heaton
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President, Markel Ventures
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United States
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Bradley J. Kiscaden
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President and Chief Administrative Officer, Insurance Operations, Markel Corporation
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United States
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Richard R. Grinnan
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Senior Vice President, Chief Legal Officer and Secretary, Markel Corporation
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United States
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Jeremy A. Noble
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Senior Vice President and Chief Financial Officer, Markel Corporation
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United States
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Linda V. Schreiner
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Senior Vice President, Strategic Management, Markel Corporation
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United States
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Susan L. Davies
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Chief Human Resources Officer, Markel Insurance, Markel Corporation
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United States and
United Kingdom
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