person · Reporting owner

SPG GP, LLC

Disclosed activity across 2 companies

Tapewire entity: 81418
SEC CIK: 0001696701

Reported relationships

Latest disclosed role at each company.

Company	Last reported as	Report date	Published
LAUREATE EDUCATION, INC.LAUR · Entity 1751	Director · 10% owner	May 25, 2022	May 27, 2022
Velocity Financial, Inc.VEL · Entity 5207	Director · 10% owner	March 27, 2025	March 31, 2025

Disclosed balances

About these balances

Latest available filing per company, not a reconstructed current portfolio. Matching sequences show the last reported balance with all source rows expandable; grouping alone does not establish account ownership. Do not add unresolved positions together. Filings may omit unchanged positions, and amendments may correct only part of an older disclosure. Jointly reported shares are not necessarily this owner's personal holdings.

LAUREATE EDUCATION, INC.

Report date May 25, 2022 · Filed May 27, 2022

Jointly reported with Snow Ian Kendell, SPG Co-Investment, L.P., Snow Phipps Group (Offshore), L.P., Snow Phipps Group (RPV), L.P., Snow Phipps Group, LLC, Snow Phipps Group, L.P., Snow Phipps Group (B), L.P.

Security / award	Ownership account	Disclosed shares / units	Disclosure context
Common StockSEC Table I · non-derivative	IndirectSee footnote	33,418	Reported balance After 2022-05-25 transaction · row 1 Holding and transaction disclosures are not merged. 1 source row Row 1 · 2022-05-25 · Grant · Acquired 9,177 · Balance 33,418 F1: Reflects a grant of 2,174 shares of common stock and 7,003 restricted stock units ("RSUs") as part of the 2022 annual retainer for non-employee director service. The RSUs will vest as follows, provided that the Reporting Person continues to serve as a director of Laureate Education, Inc.: 2,713 RSUs vest on June 30, 2022 and 2,415 RSUs vest on each of September 30, 2022 and December 31, 2022. F2: Snow Phipps Group, LLC, Snow Phipps Group (Offshore), L.P., Snow Phipps Group (B), L.P., Snow Phipps Group, L.P ., and Snow Phipps Group (RPV), L.P. beneficially own such shares indirectly as a result of contractual arrangements with Mr. Snow. Mr. Snow disclaims beneficial ownership of the securities to the extent it exceeds his pecuniary interest therein and the inclusion of the securities in this report shall not be deemed to be an admission of beneficial ownership of the reported securities for the purposes of Section 16 of the Exchange Act or otherwise.
Common StockSEC Table I · non-derivative	IndirectSee footnote	2,841,835	Reported balance Holding disclosure · report date 2022-05-25 · row 2 Holding and transaction disclosures are not merged. 1 source row Row 2 · Balance 2,841,835 F3: Represents shares of Common Stock held directly by Wengen Alberta, Limited Partnership ("Wengen"), whose general partner is Wengen Investments Limited. Certain investors, including, but not limited to, certain investment funds and other persons affiliated with or managed by Sterling Fund Management, LLC, Cohen Private Ventures, LLC and Snow Phipps Group, LLC have interests in the Issuer through Wengen.
Common StockSEC Table I · non-derivative	IndirectSee footnote	2,071,338	Reported balance Holding disclosure · report date 2022-05-25 · row 3 Holding and transaction disclosures are not merged. 1 source row Row 3 · Balance 2,071,338 F4: Represents shares of Common Stock held directly by SPG GP, LLC, SPG Co-Investment, L.P., Snow Phipps Group (Offshore), L.P., Snow Phipps Group (B), L.P., Snow Phipps Group, L.P., Snow Phipps Group, LLC and Snow Phipps Group (RPV), L.P.

Filing footnotes · ownership attribution and instrument terms

F1: Reflects a grant of 2,174 shares of common stock and 7,003 restricted stock units ("RSUs") as part of the 2022 annual retainer for non-employee director service. The RSUs will vest as follows, provided that the Reporting Person continues to serve as a director of Laureate Education, Inc.: 2,713 RSUs vest on June 30, 2022 and 2,415 RSUs vest on each of September 30, 2022 and December 31, 2022.

F2: Snow Phipps Group, LLC, Snow Phipps Group (Offshore), L.P., Snow Phipps Group (B), L.P., Snow Phipps Group, L.P ., and Snow Phipps Group (RPV), L.P. beneficially own such shares indirectly as a result of contractual arrangements with Mr. Snow. Mr. Snow disclaims beneficial ownership of the securities to the extent it exceeds his pecuniary interest therein and the inclusion of the securities in this report shall not be deemed to be an admission of beneficial ownership of the reported securities for the purposes of Section 16 of the Exchange Act or otherwise.

F3: Represents shares of Common Stock held directly by Wengen Alberta, Limited Partnership ("Wengen"), whose general partner is Wengen Investments Limited. Certain investors, including, but not limited to, certain investment funds and other persons affiliated with or managed by Sterling Fund Management, LLC, Cohen Private Ventures, LLC and Snow Phipps Group, LLC have interests in the Issuer through Wengen.

F4: Represents shares of Common Stock held directly by SPG GP, LLC, SPG Co-Investment, L.P., Snow Phipps Group (Offshore), L.P., Snow Phipps Group (B), L.P., Snow Phipps Group, L.P., Snow Phipps Group, LLC and Snow Phipps Group (RPV), L.P.

Velocity Financial, Inc.

Report date March 27, 2025 · Filed March 31, 2025

Jointly reported with Snow Ian K, Snow Phipps Group AIV, L.P., Snow Phipps Group (RPV), L.P., Snow Phipps Group AIV (Offshore), L.P., Snow Phipps Group (B), L.P., SPG Co-Investment, L.P.

Security / award	Ownership account	Disclosed shares / units	Disclosure context
Common StockSEC Table I · non-derivative	IndirectNotes	13,353,103	Last balance in matching sequence After 2025-03-27 transaction · row 3 Source-order balances reconcile. Account continuity and personal attribution are not independently verified. 3 source rows Row 1 · 2025-03-27 · Exercise / conversion · Acquired 892,777 · Balance 13,165,542 F5: Cashless exercise of all of the Warrants. F2: Represents in the aggregate directly held Private Placement Warrants ("Warrants") exercised for shares of Common Stock, as follows: 841,408 shares by SPG AIV; 43,815 shares by SPG RPV; and 7,554 shares by SPG AIV Offshore. F1: This Form 4 is being filed by and behalf of: Snow Phipps Group AIV, L.P. ("SPG AIV"), Snow Phipps Group (RPV), L.P. ("SPG RPV"), Snow Phipps Group (B), L.P. ("SPG B"), Snow Phipps Group AIV (Offshore), L.P. ("SPG AIV Offshore"), and SPG Co-Investment, L.P. ("SPG Co-Investment") (collectively, the "SPG Fund Entities"); SPG GP, LLC, the general partner of each of the SPG Fund Entities ("SPG GP"); and Ian K. Snow, who serves as the managing member of SPG GP (collectively, the "Reporting Persons"). F7: Following the cashless exercise of all the Warrants, represents in the aggregate shares of Common Stock directly held as follows: 12,339,174 shares by SPG AIV; 642,654 shares by SPG RPV; 61,719 shares by SPG B; 260,705 shares by SPG AIV Offshore; and 48,851 shares by SPG Co-Investment. F8: Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of such Reporting Person's pecuniary interest, and this reports shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended ("Section 16"), or for any other purpose. Messrs. John Pless and Alan Mantel, each a partner of SPG GP and/or one or more of of its affiliates, were appointed to the board of directors of the Issuer as a representative of the Reporting Persons. Solely for purposes of Section 16, the Reporting Persons are deemed directors-by-deputization. Information with respect to each Reporting Person is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. Row 2 · 2025-03-27 · Exercise / conversion · Acquired 446,389 · Balance 13,611,931 F5: Cashless exercise of all of the Warrants. F3: Represents in the aggregate directly held Warrants exercised for shares of Common Stock, as follows: 420,704 shares by SPG AIV; 21,908 shares by SPG RPV; and 3,777 shares by SPG AIV Offshore. F1: This Form 4 is being filed by and behalf of: Snow Phipps Group AIV, L.P. ("SPG AIV"), Snow Phipps Group (RPV), L.P. ("SPG RPV"), Snow Phipps Group (B), L.P. ("SPG B"), Snow Phipps Group AIV (Offshore), L.P. ("SPG AIV Offshore"), and SPG Co-Investment, L.P. ("SPG Co-Investment") (collectively, the "SPG Fund Entities"); SPG GP, LLC, the general partner of each of the SPG Fund Entities ("SPG GP"); and Ian K. Snow, who serves as the managing member of SPG GP (collectively, the "Reporting Persons"). F7: Following the cashless exercise of all the Warrants, represents in the aggregate shares of Common Stock directly held as follows: 12,339,174 shares by SPG AIV; 642,654 shares by SPG RPV; 61,719 shares by SPG B; 260,705 shares by SPG AIV Offshore; and 48,851 shares by SPG Co-Investment. F8: Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of such Reporting Person's pecuniary interest, and this reports shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended ("Section 16"), or for any other purpose. Messrs. John Pless and Alan Mantel, each a partner of SPG GP and/or one or more of of its affiliates, were appointed to the board of directors of the Issuer as a representative of the Reporting Persons. Solely for purposes of Section 16, the Reporting Persons are deemed directors-by-deputization. Information with respect to each Reporting Person is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. Row 3 · 2025-03-27 · Tax withholding · Disposed 258,828 · Balance 13,353,103 F5: Cashless exercise of all of the Warrants. F6: The cashless exercise resulted in the withholding of Common Stock by the Issuer of (i) 243,933 shares for SPG AIV, (ii) 12,704 shares for SPG RPV, and (iii) 2,191 shares for SPG AIV Offshore, in each case, determined using the last sale price of the Common Stock on March 27, 2025, of $18.73 per share, pursuant to the terms of the Warrants. F1: This Form 4 is being filed by and behalf of: Snow Phipps Group AIV, L.P. ("SPG AIV"), Snow Phipps Group (RPV), L.P. ("SPG RPV"), Snow Phipps Group (B), L.P. ("SPG B"), Snow Phipps Group AIV (Offshore), L.P. ("SPG AIV Offshore"), and SPG Co-Investment, L.P. ("SPG Co-Investment") (collectively, the "SPG Fund Entities"); SPG GP, LLC, the general partner of each of the SPG Fund Entities ("SPG GP"); and Ian K. Snow, who serves as the managing member of SPG GP (collectively, the "Reporting Persons"). F7: Following the cashless exercise of all the Warrants, represents in the aggregate shares of Common Stock directly held as follows: 12,339,174 shares by SPG AIV; 642,654 shares by SPG RPV; 61,719 shares by SPG B; 260,705 shares by SPG AIV Offshore; and 48,851 shares by SPG Co-Investment. F8: Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of such Reporting Person's pecuniary interest, and this reports shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended ("Section 16"), or for any other purpose. Messrs. John Pless and Alan Mantel, each a partner of SPG GP and/or one or more of of its affiliates, were appointed to the board of directors of the Issuer as a representative of the Reporting Persons. Solely for purposes of Section 16, the Reporting Persons are deemed directors-by-deputization. Information with respect to each Reporting Person is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.
Private Placement Warrant (right to buy)SEC Table II · derivative / convertible security · Conversion / exercise price $2.96 · Expires 2025-05-07	IndirectNotes	0	Reported balance After 2025-03-27 transaction · row 4 Instrument identity requires review; Table II rows are not merged. 1 source row Row 4 · 2025-03-27 · Exercise / conversion · Disposed 892,777 · Balance 0 F5: Cashless exercise of all of the Warrants. F2: Represents in the aggregate directly held Private Placement Warrants ("Warrants") exercised for shares of Common Stock, as follows: 841,408 shares by SPG AIV; 43,815 shares by SPG RPV; and 7,554 shares by SPG AIV Offshore. F4: Not applicable. F1: This Form 4 is being filed by and behalf of: Snow Phipps Group AIV, L.P. ("SPG AIV"), Snow Phipps Group (RPV), L.P. ("SPG RPV"), Snow Phipps Group (B), L.P. ("SPG B"), Snow Phipps Group AIV (Offshore), L.P. ("SPG AIV Offshore"), and SPG Co-Investment, L.P. ("SPG Co-Investment") (collectively, the "SPG Fund Entities"); SPG GP, LLC, the general partner of each of the SPG Fund Entities ("SPG GP"); and Ian K. Snow, who serves as the managing member of SPG GP (collectively, the "Reporting Persons"). F8: Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of such Reporting Person's pecuniary interest, and this reports shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended ("Section 16"), or for any other purpose. Messrs. John Pless and Alan Mantel, each a partner of SPG GP and/or one or more of of its affiliates, were appointed to the board of directors of the Issuer as a representative of the Reporting Persons. Solely for purposes of Section 16, the Reporting Persons are deemed directors-by-deputization. Information with respect to each Reporting Person is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.
Private Placement Warrant (right to buy)SEC Table II · derivative / convertible security · Conversion / exercise price $4.94 · Expires 2025-05-07	IndirectNotes	0	Reported balance After 2025-03-27 transaction · row 5 Instrument identity requires review; Table II rows are not merged. 1 source row Row 5 · 2025-03-27 · Exercise / conversion · Disposed 446,389 · Balance 0 F5: Cashless exercise of all of the Warrants. F3: Represents in the aggregate directly held Warrants exercised for shares of Common Stock, as follows: 420,704 shares by SPG AIV; 21,908 shares by SPG RPV; and 3,777 shares by SPG AIV Offshore. F4: Not applicable. F1: This Form 4 is being filed by and behalf of: Snow Phipps Group AIV, L.P. ("SPG AIV"), Snow Phipps Group (RPV), L.P. ("SPG RPV"), Snow Phipps Group (B), L.P. ("SPG B"), Snow Phipps Group AIV (Offshore), L.P. ("SPG AIV Offshore"), and SPG Co-Investment, L.P. ("SPG Co-Investment") (collectively, the "SPG Fund Entities"); SPG GP, LLC, the general partner of each of the SPG Fund Entities ("SPG GP"); and Ian K. Snow, who serves as the managing member of SPG GP (collectively, the "Reporting Persons"). F8: Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of such Reporting Person's pecuniary interest, and this reports shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended ("Section 16"), or for any other purpose. Messrs. John Pless and Alan Mantel, each a partner of SPG GP and/or one or more of of its affiliates, were appointed to the board of directors of the Issuer as a representative of the Reporting Persons. Solely for purposes of Section 16, the Reporting Persons are deemed directors-by-deputization. Information with respect to each Reporting Person is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.

Filing footnotes · ownership attribution and instrument terms

F1: This Form 4 is being filed by and behalf of: Snow Phipps Group AIV, L.P. ("SPG AIV"), Snow Phipps Group (RPV), L.P. ("SPG RPV"), Snow Phipps Group (B), L.P. ("SPG B"), Snow Phipps Group AIV (Offshore), L.P. ("SPG AIV Offshore"), and SPG Co-Investment, L.P. ("SPG Co-Investment") (collectively, the "SPG Fund Entities"); SPG GP, LLC, the general partner of each of the SPG Fund Entities ("SPG GP"); and Ian K. Snow, who serves as the managing member of SPG GP (collectively, the "Reporting Persons").

F2: Represents in the aggregate directly held Private Placement Warrants ("Warrants") exercised for shares of Common Stock, as follows: 841,408 shares by SPG AIV; 43,815 shares by SPG RPV; and 7,554 shares by SPG AIV Offshore.

F3: Represents in the aggregate directly held Warrants exercised for shares of Common Stock, as follows: 420,704 shares by SPG AIV; 21,908 shares by SPG RPV; and 3,777 shares by SPG AIV Offshore.

F4: Not applicable.

F5: Cashless exercise of all of the Warrants.

F6: The cashless exercise resulted in the withholding of Common Stock by the Issuer of (i) 243,933 shares for SPG AIV, (ii) 12,704 shares for SPG RPV, and (iii) 2,191 shares for SPG AIV Offshore, in each case, determined using the last sale price of the Common Stock on March 27, 2025, of $18.73 per share, pursuant to the terms of the Warrants.

F7: Following the cashless exercise of all the Warrants, represents in the aggregate shares of Common Stock directly held as follows: 12,339,174 shares by SPG AIV; 642,654 shares by SPG RPV; 61,719 shares by SPG B; 260,705 shares by SPG AIV Offshore; and 48,851 shares by SPG Co-Investment.

F8: Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of such Reporting Person's pecuniary interest, and this reports shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended ("Section 16"), or for any other purpose. Messrs. John Pless and Alan Mantel, each a partner of SPG GP and/or one or more of of its affiliates, were appointed to the board of directors of the Issuer as a representative of the Reporting Persons. Solely for purposes of Section 16, the Reporting Persons are deemed directors-by-deputization. Information with respect to each Reporting Person is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.

Transaction history

JSON API

Purchases/sales include open-market and private transactions. Plan disclosure applies to the filing; individual rows may differ. “Not disclosed” is not “unplanned.”

The cutoff filters transaction history only. Company summaries and owner relationships show the latest available disclosures. Parser corrections can improve historical records.

Transaction date	Company	Activity / security	Shares / units	Reported price	Reported value	Details
March 27, 2025 Filed Mar 31, 2025 17:31 UTC	Velocity Financial, Inc. VEL · Entity 5207	Exercise / conversionPrivate Placement Warrant (right to buy) · Derivative	446,389	Not disclosed Strike: $4.94	Not disclosed	Disclosure SEC source: 0001140361-25-011426 · form4.xml · derivative · entry 5 SPG GP, LLC · CIK 0001696701 · Director · 10% owner Snow Ian K · CIK 0001327044 · Director · 10% owner Snow Phipps Group AIV, L.P. · CIK 0001798851 · Director · 10% owner Snow Phipps Group (RPV), L.P. · CIK 0001696654 · Director · 10% owner Snow Phipps Group AIV (Offshore), L.P. · CIK 0001798852 · Director · 10% owner Snow Phipps Group (B), L.P. · CIK 0001696783 · Director · 10% owner SPG Co-Investment, L.P. · CIK 0001696702 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · Notes Disclosed balance after: 0 Underlying: Common Stock · 446,389 shares Expires 2025-05-07 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F5 · kind: Cashless exercise of all of the Warrants. F3 · shares: Represents in the aggregate directly held Warrants exercised for shares of Common Stock, as follows: 420,704 shares by SPG AIV; 21,908 shares by SPG RPV; and 3,777 shares by SPG AIV Offshore. F4 · price: Not applicable. F3 · derivative.underlying_shares: Represents in the aggregate directly held Warrants exercised for shares of Common Stock, as follows: 420,704 shares by SPG AIV; 21,908 shares by SPG RPV; and 3,777 shares by SPG AIV Offshore. F1 · ownership.nature: This Form 4 is being filed by and behalf of: Snow Phipps Group AIV, L.P. ("SPG AIV"), Snow Phipps Group (RPV), L.P. ("SPG RPV"), Snow Phipps Group (B), L.P. ("SPG B"), Snow Phipps Group AIV (Offshore), L.P. ("SPG AIV Offshore"), and SPG Co-Investment, L.P. ("SPG Co-Investment") (collectively, the "SPG Fund Entities"); SPG GP, LLC, the general partner of each of the SPG Fund Entities ("SPG GP"); and Ian K. Snow, who serves as the managing member of SPG GP (collectively, the "Reporting Persons"). F8 · ownership.nature: Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of such Reporting Person's pecuniary interest, and this reports shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended ("Section 16"), or for any other purpose. Messrs. John Pless and Alan Mantel, each a partner of SPG GP and/or one or more of of its affiliates, were appointed to the board of directors of the Issuer as a representative of the Reporting Persons. Solely for purposes of Section 16, the Reporting Persons are deemed directors-by-deputization. Information with respect to each Reporting Person is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. Read SEC document
March 27, 2025 Filed Mar 31, 2025 17:31 UTC	Velocity Financial, Inc. VEL · Entity 5207	Exercise / conversionPrivate Placement Warrant (right to buy) · Derivative	892,777	Not disclosed Strike: $2.96	Not disclosed	Disclosure SEC source: 0001140361-25-011426 · form4.xml · derivative · entry 4 SPG GP, LLC · CIK 0001696701 · Director · 10% owner Snow Ian K · CIK 0001327044 · Director · 10% owner Snow Phipps Group AIV, L.P. · CIK 0001798851 · Director · 10% owner Snow Phipps Group (RPV), L.P. · CIK 0001696654 · Director · 10% owner Snow Phipps Group AIV (Offshore), L.P. · CIK 0001798852 · Director · 10% owner Snow Phipps Group (B), L.P. · CIK 0001696783 · Director · 10% owner SPG Co-Investment, L.P. · CIK 0001696702 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · Notes Disclosed balance after: 0 Underlying: Common Stock · 892,777 shares Expires 2025-05-07 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F5 · kind: Cashless exercise of all of the Warrants. F2 · shares: Represents in the aggregate directly held Private Placement Warrants ("Warrants") exercised for shares of Common Stock, as follows: 841,408 shares by SPG AIV; 43,815 shares by SPG RPV; and 7,554 shares by SPG AIV Offshore. F4 · price: Not applicable. F2 · derivative.underlying_shares: Represents in the aggregate directly held Private Placement Warrants ("Warrants") exercised for shares of Common Stock, as follows: 841,408 shares by SPG AIV; 43,815 shares by SPG RPV; and 7,554 shares by SPG AIV Offshore. F1 · ownership.nature: This Form 4 is being filed by and behalf of: Snow Phipps Group AIV, L.P. ("SPG AIV"), Snow Phipps Group (RPV), L.P. ("SPG RPV"), Snow Phipps Group (B), L.P. ("SPG B"), Snow Phipps Group AIV (Offshore), L.P. ("SPG AIV Offshore"), and SPG Co-Investment, L.P. ("SPG Co-Investment") (collectively, the "SPG Fund Entities"); SPG GP, LLC, the general partner of each of the SPG Fund Entities ("SPG GP"); and Ian K. Snow, who serves as the managing member of SPG GP (collectively, the "Reporting Persons"). F8 · ownership.nature: Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of such Reporting Person's pecuniary interest, and this reports shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended ("Section 16"), or for any other purpose. Messrs. John Pless and Alan Mantel, each a partner of SPG GP and/or one or more of of its affiliates, were appointed to the board of directors of the Issuer as a representative of the Reporting Persons. Solely for purposes of Section 16, the Reporting Persons are deemed directors-by-deputization. Information with respect to each Reporting Person is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. Read SEC document
March 27, 2025 Filed Mar 31, 2025 17:31 UTC	Velocity Financial, Inc. VEL · Entity 5207	Tax withholdingCommon Stock	258,828	$18.73	$4,847,848.44	Disclosure SEC source: 0001140361-25-011426 · form4.xml · nonDerivative · entry 3 SPG GP, LLC · CIK 0001696701 · Director · 10% owner Snow Ian K · CIK 0001327044 · Director · 10% owner Snow Phipps Group AIV, L.P. · CIK 0001798851 · Director · 10% owner Snow Phipps Group (RPV), L.P. · CIK 0001696654 · Director · 10% owner Snow Phipps Group AIV (Offshore), L.P. · CIK 0001798852 · Director · 10% owner Snow Phipps Group (B), L.P. · CIK 0001696783 · Director · 10% owner SPG Co-Investment, L.P. · CIK 0001696702 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · Notes Disclosed balance after: 13,353,103 F5 · kind: Cashless exercise of all of the Warrants. F6 · shares: The cashless exercise resulted in the withholding of Common Stock by the Issuer of (i) 243,933 shares for SPG AIV, (ii) 12,704 shares for SPG RPV, and (iii) 2,191 shares for SPG AIV Offshore, in each case, determined using the last sale price of the Common Stock on March 27, 2025, of $18.73 per share, pursuant to the terms of the Warrants. F1 · ownership.nature: This Form 4 is being filed by and behalf of: Snow Phipps Group AIV, L.P. ("SPG AIV"), Snow Phipps Group (RPV), L.P. ("SPG RPV"), Snow Phipps Group (B), L.P. ("SPG B"), Snow Phipps Group AIV (Offshore), L.P. ("SPG AIV Offshore"), and SPG Co-Investment, L.P. ("SPG Co-Investment") (collectively, the "SPG Fund Entities"); SPG GP, LLC, the general partner of each of the SPG Fund Entities ("SPG GP"); and Ian K. Snow, who serves as the managing member of SPG GP (collectively, the "Reporting Persons"). F7 · ownership.nature: Following the cashless exercise of all the Warrants, represents in the aggregate shares of Common Stock directly held as follows: 12,339,174 shares by SPG AIV; 642,654 shares by SPG RPV; 61,719 shares by SPG B; 260,705 shares by SPG AIV Offshore; and 48,851 shares by SPG Co-Investment. F8 · ownership.nature: Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of such Reporting Person's pecuniary interest, and this reports shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended ("Section 16"), or for any other purpose. Messrs. John Pless and Alan Mantel, each a partner of SPG GP and/or one or more of of its affiliates, were appointed to the board of directors of the Issuer as a representative of the Reporting Persons. Solely for purposes of Section 16, the Reporting Persons are deemed directors-by-deputization. Information with respect to each Reporting Person is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. Read SEC document
March 27, 2025 Filed Mar 31, 2025 17:31 UTC	Velocity Financial, Inc. VEL · Entity 5207	Exercise / conversionCommon Stock	446,389	$4.94	$2,205,161.66	Disclosure SEC source: 0001140361-25-011426 · form4.xml · nonDerivative · entry 2 SPG GP, LLC · CIK 0001696701 · Director · 10% owner Snow Ian K · CIK 0001327044 · Director · 10% owner Snow Phipps Group AIV, L.P. · CIK 0001798851 · Director · 10% owner Snow Phipps Group (RPV), L.P. · CIK 0001696654 · Director · 10% owner Snow Phipps Group AIV (Offshore), L.P. · CIK 0001798852 · Director · 10% owner Snow Phipps Group (B), L.P. · CIK 0001696783 · Director · 10% owner SPG Co-Investment, L.P. · CIK 0001696702 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · Notes Disclosed balance after: 13,611,931 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F5 · kind: Cashless exercise of all of the Warrants. F3 · shares: Represents in the aggregate directly held Warrants exercised for shares of Common Stock, as follows: 420,704 shares by SPG AIV; 21,908 shares by SPG RPV; and 3,777 shares by SPG AIV Offshore. F1 · ownership.nature: This Form 4 is being filed by and behalf of: Snow Phipps Group AIV, L.P. ("SPG AIV"), Snow Phipps Group (RPV), L.P. ("SPG RPV"), Snow Phipps Group (B), L.P. ("SPG B"), Snow Phipps Group AIV (Offshore), L.P. ("SPG AIV Offshore"), and SPG Co-Investment, L.P. ("SPG Co-Investment") (collectively, the "SPG Fund Entities"); SPG GP, LLC, the general partner of each of the SPG Fund Entities ("SPG GP"); and Ian K. Snow, who serves as the managing member of SPG GP (collectively, the "Reporting Persons"). F7 · ownership.nature: Following the cashless exercise of all the Warrants, represents in the aggregate shares of Common Stock directly held as follows: 12,339,174 shares by SPG AIV; 642,654 shares by SPG RPV; 61,719 shares by SPG B; 260,705 shares by SPG AIV Offshore; and 48,851 shares by SPG Co-Investment. F8 · ownership.nature: Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of such Reporting Person's pecuniary interest, and this reports shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended ("Section 16"), or for any other purpose. Messrs. John Pless and Alan Mantel, each a partner of SPG GP and/or one or more of of its affiliates, were appointed to the board of directors of the Issuer as a representative of the Reporting Persons. Solely for purposes of Section 16, the Reporting Persons are deemed directors-by-deputization. Information with respect to each Reporting Person is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. Read SEC document
March 27, 2025 Filed Mar 31, 2025 17:31 UTC	Velocity Financial, Inc. VEL · Entity 5207	Exercise / conversionCommon Stock	892,777	$2.96	$2,642,619.92	Disclosure SEC source: 0001140361-25-011426 · form4.xml · nonDerivative · entry 1 SPG GP, LLC · CIK 0001696701 · Director · 10% owner Snow Ian K · CIK 0001327044 · Director · 10% owner Snow Phipps Group AIV, L.P. · CIK 0001798851 · Director · 10% owner Snow Phipps Group (RPV), L.P. · CIK 0001696654 · Director · 10% owner Snow Phipps Group AIV (Offshore), L.P. · CIK 0001798852 · Director · 10% owner Snow Phipps Group (B), L.P. · CIK 0001696783 · Director · 10% owner SPG Co-Investment, L.P. · CIK 0001696702 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · Notes Disclosed balance after: 13,165,542 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F5 · kind: Cashless exercise of all of the Warrants. F2 · shares: Represents in the aggregate directly held Private Placement Warrants ("Warrants") exercised for shares of Common Stock, as follows: 841,408 shares by SPG AIV; 43,815 shares by SPG RPV; and 7,554 shares by SPG AIV Offshore. F1 · ownership.nature: This Form 4 is being filed by and behalf of: Snow Phipps Group AIV, L.P. ("SPG AIV"), Snow Phipps Group (RPV), L.P. ("SPG RPV"), Snow Phipps Group (B), L.P. ("SPG B"), Snow Phipps Group AIV (Offshore), L.P. ("SPG AIV Offshore"), and SPG Co-Investment, L.P. ("SPG Co-Investment") (collectively, the "SPG Fund Entities"); SPG GP, LLC, the general partner of each of the SPG Fund Entities ("SPG GP"); and Ian K. Snow, who serves as the managing member of SPG GP (collectively, the "Reporting Persons"). F7 · ownership.nature: Following the cashless exercise of all the Warrants, represents in the aggregate shares of Common Stock directly held as follows: 12,339,174 shares by SPG AIV; 642,654 shares by SPG RPV; 61,719 shares by SPG B; 260,705 shares by SPG AIV Offshore; and 48,851 shares by SPG Co-Investment. F8 · ownership.nature: Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of such Reporting Person's pecuniary interest, and this reports shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended ("Section 16"), or for any other purpose. Messrs. John Pless and Alan Mantel, each a partner of SPG GP and/or one or more of of its affiliates, were appointed to the board of directors of the Issuer as a representative of the Reporting Persons. Solely for purposes of Section 16, the Reporting Persons are deemed directors-by-deputization. Information with respect to each Reporting Person is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. Read SEC document
March 06, 2025 Filed Mar 10, 2025 19:44 UTC	Velocity Financial, Inc. VEL · Entity 5207	GrantPrivate Placement Warrant · Derivative	446,389	Not disclosed Strike: $4.94	Not disclosed	Disclosure SEC source: 0001140361-25-007915 · form4.xml · derivative · entry 4 SPG GP, LLC · CIK 0001696701 · Director · 10% owner Snow Ian K · CIK 0001327044 · Director · 10% owner Snow Phipps Group AIV, L.P. · CIK 0001798851 · Director · 10% owner Snow Phipps Group (RPV), L.P. · CIK 0001696654 · Director · 10% owner Snow Phipps Group AIV (Offshore), L.P. · CIK 0001798852 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · Notes Disclosed balance after: 446,389 Underlying: Common Stock · 446,389 shares Expires 2025-05-07 F5 · derivative.exercise_price: The exercise price and the number of shares of Common Stock issuable upon exercise of the Warrants are subject to adjustment, as set forth in the Warrants. F1 · kind: On March 6, 2025, the Issuer amended each Private Placement Warrant ("Warrant") held by each of Snow Phipps Group AIV, L.P. ("SPG AIV"), Snow Phipps Group AIV (Offshore), L.P. ("SPG AIV Offshore"), and Snow Phipps Group (RPV), L.P. ("SPG RPV") (collectively, the "Warrantholders") to extend the existing expiration date for the exercise of the Warrants from April 7, 2025, to May 7, 2025. F2 · kind: This Form 4 is being filed by and behalf of: each of the Warrantholders; SPG GP, LLC, the general partner of each of the Warrantholders ("SPG GP"); and Ian K. Snow, who serves as the managing member of SPG GP (collectively, the "Reporting Persons"). F7 · kind: Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of such Reporting Person's pecuniary interest, and this reports shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended ("Section 16"), or for any other purpose. Messrs. John Pless and Alan Mantel, each a partner of SPG GP and/or one of its affiliates, were appointed to the board of directors of the Issuer as a representative of the Reporting Persons. Solely for purposes of Section 16, the Reporting Persons are deemed directors-by-deputization. Information with respect to each Reporting Person is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. F4 · shares: Represents in the aggregate directly held warrants to purchase a number of shares of Common Stock, as follows: 420,704 shares by SPG AIV; 3,777 shares by SPG AIV Offshore; 21,908 shares by SPG RPV. F6 · price: Not applicable. F4 · derivative.underlying_shares: Represents in the aggregate directly held warrants to purchase a number of shares of Common Stock, as follows: 420,704 shares by SPG AIV; 3,777 shares by SPG AIV Offshore; 21,908 shares by SPG RPV. F5 · derivative.underlying_shares: The exercise price and the number of shares of Common Stock issuable upon exercise of the Warrants are subject to adjustment, as set forth in the Warrants. F4 · balance_after: Represents in the aggregate directly held warrants to purchase a number of shares of Common Stock, as follows: 420,704 shares by SPG AIV; 3,777 shares by SPG AIV Offshore; 21,908 shares by SPG RPV. F2 · ownership.nature: This Form 4 is being filed by and behalf of: each of the Warrantholders; SPG GP, LLC, the general partner of each of the Warrantholders ("SPG GP"); and Ian K. Snow, who serves as the managing member of SPG GP (collectively, the "Reporting Persons"). F7 · ownership.nature: Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of such Reporting Person's pecuniary interest, and this reports shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended ("Section 16"), or for any other purpose. Messrs. John Pless and Alan Mantel, each a partner of SPG GP and/or one of its affiliates, were appointed to the board of directors of the Issuer as a representative of the Reporting Persons. Solely for purposes of Section 16, the Reporting Persons are deemed directors-by-deputization. Information with respect to each Reporting Person is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. Read SEC document
March 06, 2025 Filed Mar 10, 2025 19:44 UTC	Velocity Financial, Inc. VEL · Entity 5207	Disposition to issuerPrivate Placement Warrant · Derivative	446,389	Not disclosed Strike: $4.94	Not disclosed	Disclosure SEC source: 0001140361-25-007915 · form4.xml · derivative · entry 3 SPG GP, LLC · CIK 0001696701 · Director · 10% owner Snow Ian K · CIK 0001327044 · Director · 10% owner Snow Phipps Group AIV, L.P. · CIK 0001798851 · Director · 10% owner Snow Phipps Group (RPV), L.P. · CIK 0001696654 · Director · 10% owner Snow Phipps Group AIV (Offshore), L.P. · CIK 0001798852 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · Notes Disclosed balance after: 0 Underlying: Common Stock · 446,389 shares Expires 2025-04-07 F5 · derivative.exercise_price: The exercise price and the number of shares of Common Stock issuable upon exercise of the Warrants are subject to adjustment, as set forth in the Warrants. F1 · kind: On March 6, 2025, the Issuer amended each Private Placement Warrant ("Warrant") held by each of Snow Phipps Group AIV, L.P. ("SPG AIV"), Snow Phipps Group AIV (Offshore), L.P. ("SPG AIV Offshore"), and Snow Phipps Group (RPV), L.P. ("SPG RPV") (collectively, the "Warrantholders") to extend the existing expiration date for the exercise of the Warrants from April 7, 2025, to May 7, 2025. F2 · kind: This Form 4 is being filed by and behalf of: each of the Warrantholders; SPG GP, LLC, the general partner of each of the Warrantholders ("SPG GP"); and Ian K. Snow, who serves as the managing member of SPG GP (collectively, the "Reporting Persons"). F7 · kind: Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of such Reporting Person's pecuniary interest, and this reports shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended ("Section 16"), or for any other purpose. Messrs. John Pless and Alan Mantel, each a partner of SPG GP and/or one of its affiliates, were appointed to the board of directors of the Issuer as a representative of the Reporting Persons. Solely for purposes of Section 16, the Reporting Persons are deemed directors-by-deputization. Information with respect to each Reporting Person is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. F4 · shares: Represents in the aggregate directly held warrants to purchase a number of shares of Common Stock, as follows: 420,704 shares by SPG AIV; 3,777 shares by SPG AIV Offshore; 21,908 shares by SPG RPV. F6 · price: Not applicable. F4 · derivative.underlying_shares: Represents in the aggregate directly held warrants to purchase a number of shares of Common Stock, as follows: 420,704 shares by SPG AIV; 3,777 shares by SPG AIV Offshore; 21,908 shares by SPG RPV. F5 · derivative.underlying_shares: The exercise price and the number of shares of Common Stock issuable upon exercise of the Warrants are subject to adjustment, as set forth in the Warrants. F2 · ownership.nature: This Form 4 is being filed by and behalf of: each of the Warrantholders; SPG GP, LLC, the general partner of each of the Warrantholders ("SPG GP"); and Ian K. Snow, who serves as the managing member of SPG GP (collectively, the "Reporting Persons"). F7 · ownership.nature: Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of such Reporting Person's pecuniary interest, and this reports shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended ("Section 16"), or for any other purpose. Messrs. John Pless and Alan Mantel, each a partner of SPG GP and/or one of its affiliates, were appointed to the board of directors of the Issuer as a representative of the Reporting Persons. Solely for purposes of Section 16, the Reporting Persons are deemed directors-by-deputization. Information with respect to each Reporting Person is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. Read SEC document
March 06, 2025 Filed Mar 10, 2025 19:44 UTC	Velocity Financial, Inc. VEL · Entity 5207	GrantPrivate Placement Warrant · Derivative	892,777	Not disclosed Strike: $2.96	Not disclosed	Disclosure SEC source: 0001140361-25-007915 · form4.xml · derivative · entry 2 SPG GP, LLC · CIK 0001696701 · Director · 10% owner Snow Ian K · CIK 0001327044 · Director · 10% owner Snow Phipps Group AIV, L.P. · CIK 0001798851 · Director · 10% owner Snow Phipps Group (RPV), L.P. · CIK 0001696654 · Director · 10% owner Snow Phipps Group AIV (Offshore), L.P. · CIK 0001798852 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · Notes Disclosed balance after: 892,777 Underlying: Common Stock · 892,777 shares Expires 2025-05-07 F5 · derivative.exercise_price: The exercise price and the number of shares of Common Stock issuable upon exercise of the Warrants are subject to adjustment, as set forth in the Warrants. F1 · kind: On March 6, 2025, the Issuer amended each Private Placement Warrant ("Warrant") held by each of Snow Phipps Group AIV, L.P. ("SPG AIV"), Snow Phipps Group AIV (Offshore), L.P. ("SPG AIV Offshore"), and Snow Phipps Group (RPV), L.P. ("SPG RPV") (collectively, the "Warrantholders") to extend the existing expiration date for the exercise of the Warrants from April 7, 2025, to May 7, 2025. F2 · kind: This Form 4 is being filed by and behalf of: each of the Warrantholders; SPG GP, LLC, the general partner of each of the Warrantholders ("SPG GP"); and Ian K. Snow, who serves as the managing member of SPG GP (collectively, the "Reporting Persons"). F7 · kind: Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of such Reporting Person's pecuniary interest, and this reports shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended ("Section 16"), or for any other purpose. Messrs. John Pless and Alan Mantel, each a partner of SPG GP and/or one of its affiliates, were appointed to the board of directors of the Issuer as a representative of the Reporting Persons. Solely for purposes of Section 16, the Reporting Persons are deemed directors-by-deputization. Information with respect to each Reporting Person is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. F3 · shares: Represents in the aggregate directly held warrants to purchase a number of shares of Common Stock, as follows: 841,408 shares by SPG AIV; 7,554 shares by SPG AIV Offshore; and 43,815 shares by SPG RPV. F6 · price: Not applicable. F3 · derivative.underlying_shares: Represents in the aggregate directly held warrants to purchase a number of shares of Common Stock, as follows: 841,408 shares by SPG AIV; 7,554 shares by SPG AIV Offshore; and 43,815 shares by SPG RPV. F5 · derivative.underlying_shares: The exercise price and the number of shares of Common Stock issuable upon exercise of the Warrants are subject to adjustment, as set forth in the Warrants. F3 · balance_after: Represents in the aggregate directly held warrants to purchase a number of shares of Common Stock, as follows: 841,408 shares by SPG AIV; 7,554 shares by SPG AIV Offshore; and 43,815 shares by SPG RPV. F2 · ownership.nature: This Form 4 is being filed by and behalf of: each of the Warrantholders; SPG GP, LLC, the general partner of each of the Warrantholders ("SPG GP"); and Ian K. Snow, who serves as the managing member of SPG GP (collectively, the "Reporting Persons"). F7 · ownership.nature: Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of such Reporting Person's pecuniary interest, and this reports shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended ("Section 16"), or for any other purpose. Messrs. John Pless and Alan Mantel, each a partner of SPG GP and/or one of its affiliates, were appointed to the board of directors of the Issuer as a representative of the Reporting Persons. Solely for purposes of Section 16, the Reporting Persons are deemed directors-by-deputization. Information with respect to each Reporting Person is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. Read SEC document
March 06, 2025 Filed Mar 10, 2025 19:44 UTC	Velocity Financial, Inc. VEL · Entity 5207	Disposition to issuerPrivate Placement Warrant · Derivative	892,777	Not disclosed Strike: $2.96	Not disclosed	Disclosure SEC source: 0001140361-25-007915 · form4.xml · derivative · entry 1 SPG GP, LLC · CIK 0001696701 · Director · 10% owner Snow Ian K · CIK 0001327044 · Director · 10% owner Snow Phipps Group AIV, L.P. · CIK 0001798851 · Director · 10% owner Snow Phipps Group (RPV), L.P. · CIK 0001696654 · Director · 10% owner Snow Phipps Group AIV (Offshore), L.P. · CIK 0001798852 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · Notes Disclosed balance after: 0 Underlying: Common Stock · 892,777 shares Expires 2025-04-07 F5 · derivative.exercise_price: The exercise price and the number of shares of Common Stock issuable upon exercise of the Warrants are subject to adjustment, as set forth in the Warrants. F1 · kind: On March 6, 2025, the Issuer amended each Private Placement Warrant ("Warrant") held by each of Snow Phipps Group AIV, L.P. ("SPG AIV"), Snow Phipps Group AIV (Offshore), L.P. ("SPG AIV Offshore"), and Snow Phipps Group (RPV), L.P. ("SPG RPV") (collectively, the "Warrantholders") to extend the existing expiration date for the exercise of the Warrants from April 7, 2025, to May 7, 2025. F2 · kind: This Form 4 is being filed by and behalf of: each of the Warrantholders; SPG GP, LLC, the general partner of each of the Warrantholders ("SPG GP"); and Ian K. Snow, who serves as the managing member of SPG GP (collectively, the "Reporting Persons"). F7 · kind: Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of such Reporting Person's pecuniary interest, and this reports shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended ("Section 16"), or for any other purpose. Messrs. John Pless and Alan Mantel, each a partner of SPG GP and/or one of its affiliates, were appointed to the board of directors of the Issuer as a representative of the Reporting Persons. Solely for purposes of Section 16, the Reporting Persons are deemed directors-by-deputization. Information with respect to each Reporting Person is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. F3 · shares: Represents in the aggregate directly held warrants to purchase a number of shares of Common Stock, as follows: 841,408 shares by SPG AIV; 7,554 shares by SPG AIV Offshore; and 43,815 shares by SPG RPV. F6 · price: Not applicable. F3 · derivative.underlying_shares: Represents in the aggregate directly held warrants to purchase a number of shares of Common Stock, as follows: 841,408 shares by SPG AIV; 7,554 shares by SPG AIV Offshore; and 43,815 shares by SPG RPV. F5 · derivative.underlying_shares: The exercise price and the number of shares of Common Stock issuable upon exercise of the Warrants are subject to adjustment, as set forth in the Warrants. F2 · ownership.nature: This Form 4 is being filed by and behalf of: each of the Warrantholders; SPG GP, LLC, the general partner of each of the Warrantholders ("SPG GP"); and Ian K. Snow, who serves as the managing member of SPG GP (collectively, the "Reporting Persons"). F7 · ownership.nature: Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of such Reporting Person's pecuniary interest, and this reports shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended ("Section 16"), or for any other purpose. Messrs. John Pless and Alan Mantel, each a partner of SPG GP and/or one of its affiliates, were appointed to the board of directors of the Issuer as a representative of the Reporting Persons. Solely for purposes of Section 16, the Reporting Persons are deemed directors-by-deputization. Information with respect to each Reporting Person is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. Read SEC document
May 25, 2022 Filed May 27, 2022 20:31 UTC	LAUREATE EDUCATION, INC. LAUR · Entity 1751	GrantCommon Stock	9,177	$0.00	$0.00	Disclosure SEC source: 0000899243-22-019942 · doc4.xml · nonDerivative · entry 1 Snow Ian Kendell · CIK 0001406656 · Director · 10% owner SPG GP, LLC · CIK 0001696701 · Director · 10% owner SPG Co-Investment, L.P. · CIK 0001696702 · Director · 10% owner Snow Phipps Group (Offshore), L.P. · CIK 0001696660 · Director · 10% owner Snow Phipps Group (RPV), L.P. · CIK 0001696654 · Director · 10% owner Snow Phipps Group, LLC · CIK 0001698661 · Director · 10% owner Snow Phipps Group, L.P. · CIK 0001696790 · Director · 10% owner Snow Phipps Group (B), L.P. · CIK 0001696783 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See footnote Disclosed balance after: 33,418 F1 · shares: Reflects a grant of 2,174 shares of common stock and 7,003 restricted stock units ("RSUs") as part of the 2022 annual retainer for non-employee director service. The RSUs will vest as follows, provided that the Reporting Person continues to serve as a director of Laureate Education, Inc.: 2,713 RSUs vest on June 30, 2022 and 2,415 RSUs vest on each of September 30, 2022 and December 31, 2022. F2 · balance_after: Snow Phipps Group, LLC, Snow Phipps Group (Offshore), L.P., Snow Phipps Group (B), L.P., Snow Phipps Group, L.P ., and Snow Phipps Group (RPV), L.P. beneficially own such shares indirectly as a result of contractual arrangements with Mr. Snow. Mr. Snow disclaims beneficial ownership of the securities to the extent it exceeds his pecuniary interest therein and the inclusion of the securities in this report shall not be deemed to be an admission of beneficial ownership of the reported securities for the purposes of Section 16 of the Exchange Act or otherwise. F2 · ownership.nature: Snow Phipps Group, LLC, Snow Phipps Group (Offshore), L.P., Snow Phipps Group (B), L.P., Snow Phipps Group, L.P ., and Snow Phipps Group (RPV), L.P. beneficially own such shares indirectly as a result of contractual arrangements with Mr. Snow. Mr. Snow disclaims beneficial ownership of the securities to the extent it exceeds his pecuniary interest therein and the inclusion of the securities in this report shall not be deemed to be an admission of beneficial ownership of the reported securities for the purposes of Section 16 of the Exchange Act or otherwise. Read SEC document
April 15, 2022 Filed Apr 20, 2022 01:20 UTC	LAUREATE EDUCATION, INC. LAUR · Entity 1751	Exercise / conversionUnits in Deferred Compensation Plan · Derivative	2,819	$0.00	$0.00	Disclosure SEC source: 0000899243-22-015129 · doc4.xml · derivative · entry 4 Snow Ian Kendell · CIK 0001406656 · Director · 10% owner SPG GP, LLC · CIK 0001696701 · Director · 10% owner SPG Co-Investment, L.P. · CIK 0001696702 · Director · 10% owner Snow Phipps Group (Offshore), L.P. · CIK 0001696660 · Director · 10% owner Snow Phipps Group (RPV), L.P. · CIK 0001696654 · Director · 10% owner Snow Phipps Group, LLC · CIK 0001698661 · Director · 10% owner Snow Phipps Group, L.P. · CIK 0001696790 · Director · 10% owner Snow Phipps Group (B), L.P. · CIK 0001696783 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See footnote Disclosed balance after: 0 Underlying: Common Stock · 2,819 shares Expires not disclosed Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · derivative.exercise_price: Represents shares of Common Stock of Laureate Education, Inc. (the "Issuer") payable under the Issuer's Deferred Compensation Plan and issued to the Reporting Person in connection with the termination of such plan. F1 · kind: Represents shares of Common Stock of Laureate Education, Inc. (the "Issuer") payable under the Issuer's Deferred Compensation Plan and issued to the Reporting Person in connection with the termination of such plan. F1 · derivative.exercise_date: Represents shares of Common Stock of Laureate Education, Inc. (the "Issuer") payable under the Issuer's Deferred Compensation Plan and issued to the Reporting Person in connection with the termination of such plan. F1 · derivative.expiration_date: Represents shares of Common Stock of Laureate Education, Inc. (the "Issuer") payable under the Issuer's Deferred Compensation Plan and issued to the Reporting Person in connection with the termination of such plan. F2 · ownership.nature: Snow Phipps Group, LLC, Snow Phipps Group (Offshore), L.P., Snow Phipps Group (B), L.P., Snow Phipps Group, L.P ., and Snow Phipps Group (RPV), L.P. beneficially own such shares indirectly as a result of contractual arrangements with Mr. Snow. Mr. Snow disclaims beneficial ownership of the securities to the extent it exceeds his pecuniary interest therein and the inclusion of the securities in this report shall not be deemed to be an admission of beneficial ownership of the reported securities for the purposes of Section 16 of the Exchange Act or otherwise. Read SEC document
April 15, 2022 Filed Apr 20, 2022 01:20 UTC	LAUREATE EDUCATION, INC. LAUR · Entity 1751	Exercise / conversionCommon Stock	2,819	Not disclosed	Not disclosed	Disclosure SEC source: 0000899243-22-015129 · doc4.xml · nonDerivative · entry 1 Snow Ian Kendell · CIK 0001406656 · Director · 10% owner SPG GP, LLC · CIK 0001696701 · Director · 10% owner SPG Co-Investment, L.P. · CIK 0001696702 · Director · 10% owner Snow Phipps Group (Offshore), L.P. · CIK 0001696660 · Director · 10% owner Snow Phipps Group (RPV), L.P. · CIK 0001696654 · Director · 10% owner Snow Phipps Group, LLC · CIK 0001698661 · Director · 10% owner Snow Phipps Group, L.P. · CIK 0001696790 · Director · 10% owner Snow Phipps Group (B), L.P. · CIK 0001696783 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See footnote Disclosed balance after: 24,241 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · kind: Represents shares of Common Stock of Laureate Education, Inc. (the "Issuer") payable under the Issuer's Deferred Compensation Plan and issued to the Reporting Person in connection with the termination of such plan. F1 · price: Represents shares of Common Stock of Laureate Education, Inc. (the "Issuer") payable under the Issuer's Deferred Compensation Plan and issued to the Reporting Person in connection with the termination of such plan. F2 · balance_after: Snow Phipps Group, LLC, Snow Phipps Group (Offshore), L.P., Snow Phipps Group (B), L.P., Snow Phipps Group, L.P ., and Snow Phipps Group (RPV), L.P. beneficially own such shares indirectly as a result of contractual arrangements with Mr. Snow. Mr. Snow disclaims beneficial ownership of the securities to the extent it exceeds his pecuniary interest therein and the inclusion of the securities in this report shall not be deemed to be an admission of beneficial ownership of the reported securities for the purposes of Section 16 of the Exchange Act or otherwise. F2 · ownership.nature: Snow Phipps Group, LLC, Snow Phipps Group (Offshore), L.P., Snow Phipps Group (B), L.P., Snow Phipps Group, L.P ., and Snow Phipps Group (RPV), L.P. beneficially own such shares indirectly as a result of contractual arrangements with Mr. Snow. Mr. Snow disclaims beneficial ownership of the securities to the extent it exceeds his pecuniary interest therein and the inclusion of the securities in this report shall not be deemed to be an admission of beneficial ownership of the reported securities for the purposes of Section 16 of the Exchange Act or otherwise. Read SEC document
October 08, 2021 Filed Oct 12, 2021 21:57 UTC	Velocity Financial, Inc. VEL · Entity 5207	ConversionSeries A Convertible Preferred Stock · Derivative	20,000	$0.00 Strike: $3.85	$0.00	Disclosure SEC source: 0000899243-21-040011 · doc4.xml · derivative · entry 2 SPG GP, LLC · CIK 0001696701 · Director · 10% owner Snow Phipps Group AIV, L.P. · CIK 0001798851 · Director · 10% owner Snow Phipps Group (RPV), L.P. · CIK 0001696654 · Director · 10% owner Snow Phipps Group AIV (Offshore), L.P. · CIK 0001798852 · Director · 10% owner Snow Ian K · CIK 0001327044 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See Footnotes Disclosed balance after: 0 Underlying: Common Stock · 5,194,805 shares Expires not disclosed Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · derivative.exercise_price: Pursuant to a Securities Purchase Agreement, dated as of April 5, 2020, by and between Snow Phipps Group AIV, L.P. ("SPG AIV"), Snow Phipps Group (RPV), L.P. ("SPG RPV"), Snow Phipps Group AIV (Offshore) L.P. ("SPG AIV (Offshore)") and Velocity Financial, Inc. (the "Issuer"), SPG AIV, SPG RPV, and SPG AIV (Offshore) acquired from the Issuer an aggregate of (i) 20,000 newly issued shares of Series A Convertible Preferred Stock, par value $0.01 per share (the "Series A Preferred Stock"). The Series A Preferred Stock was not convertible until the Issuer obtained stockholder approval as required by applicable NYSE rules ("Stockholder Approval"). F2 · derivative.exercise_price: (continued from footnote 1) After the Issuer obtained Stockholder Approval, the Series A Preferred Stock was converted into, with respect to each share of Series A Preferred Stock so converted, the number of shares of Common Stock equal to the then applicable conversion rate (plus cash in lieu of fractional shares) at any time, in whole or in part, at the option of SPG AIV, SPG RPV, and SPG AIV (Offshore) (or a respective permitted transferee) at a conversion price of $3.85 per share of Common Stock. The conversion rate for the Series A Preferred Stock is 259.74. The preferred stock is perpetual and therefore has no expiration date. F1 · kind: Pursuant to a Securities Purchase Agreement, dated as of April 5, 2020, by and between Snow Phipps Group AIV, L.P. ("SPG AIV"), Snow Phipps Group (RPV), L.P. ("SPG RPV"), Snow Phipps Group AIV (Offshore) L.P. ("SPG AIV (Offshore)") and Velocity Financial, Inc. (the "Issuer"), SPG AIV, SPG RPV, and SPG AIV (Offshore) acquired from the Issuer an aggregate of (i) 20,000 newly issued shares of Series A Convertible Preferred Stock, par value $0.01 per share (the "Series A Preferred Stock"). The Series A Preferred Stock was not convertible until the Issuer obtained stockholder approval as required by applicable NYSE rules ("Stockholder Approval"). F2 · kind: (continued from footnote 1) After the Issuer obtained Stockholder Approval, the Series A Preferred Stock was converted into, with respect to each share of Series A Preferred Stock so converted, the number of shares of Common Stock equal to the then applicable conversion rate (plus cash in lieu of fractional shares) at any time, in whole or in part, at the option of SPG AIV, SPG RPV, and SPG AIV (Offshore) (or a respective permitted transferee) at a conversion price of $3.85 per share of Common Stock. The conversion rate for the Series A Preferred Stock is 259.74. The preferred stock is perpetual and therefore has no expiration date. F1 · shares: Pursuant to a Securities Purchase Agreement, dated as of April 5, 2020, by and between Snow Phipps Group AIV, L.P. ("SPG AIV"), Snow Phipps Group (RPV), L.P. ("SPG RPV"), Snow Phipps Group AIV (Offshore) L.P. ("SPG AIV (Offshore)") and Velocity Financial, Inc. (the "Issuer"), SPG AIV, SPG RPV, and SPG AIV (Offshore) acquired from the Issuer an aggregate of (i) 20,000 newly issued shares of Series A Convertible Preferred Stock, par value $0.01 per share (the "Series A Preferred Stock"). The Series A Preferred Stock was not convertible until the Issuer obtained stockholder approval as required by applicable NYSE rules ("Stockholder Approval"). F2 · shares: (continued from footnote 1) After the Issuer obtained Stockholder Approval, the Series A Preferred Stock was converted into, with respect to each share of Series A Preferred Stock so converted, the number of shares of Common Stock equal to the then applicable conversion rate (plus cash in lieu of fractional shares) at any time, in whole or in part, at the option of SPG AIV, SPG RPV, and SPG AIV (Offshore) (or a respective permitted transferee) at a conversion price of $3.85 per share of Common Stock. The conversion rate for the Series A Preferred Stock is 259.74. The preferred stock is perpetual and therefore has no expiration date. F3 · shares: This form 4 is being filed by and on behalf of each of the following: Ian K. Snow, who serves as the managing member of SPG GP, LLC, the general partner of Snow Phipps Group AIV, L.P., Snow Phipps Group (RPV), L.P., and Snow Phipps Group AIV (Offshore) L.P. (Ian K. Snow, collectively, with SPG GP LLC, Snow Phipps Group AIV, L.P., Snow Phipps Group (RPV), L.P., and Snow Phipps Group AIV (Offshore) L.P., the "Reporting Persons"). Represents (i) 4,895,844 shares of Common Stock held directly by Snow Phipps Group AIV, L.P., (ii) 255,064 shares of Common Stock held directly by Snow Phipps Group (RPV), L.P., and 43,896 shares of Common Stock held directly by Snow Phipps Group AIV (Offshore) L.P. Other than Snow Phipps Group AIV, L.P., Snow Phipps Group (RPV), L.P., and Snow Phipps Group AIV (Offshore) L.P. the Reporting Persons do not themselves directly hold any Common Stock. F1 · derivative.exercise_date: Pursuant to a Securities Purchase Agreement, dated as of April 5, 2020, by and between Snow Phipps Group AIV, L.P. ("SPG AIV"), Snow Phipps Group (RPV), L.P. ("SPG RPV"), Snow Phipps Group AIV (Offshore) L.P. ("SPG AIV (Offshore)") and Velocity Financial, Inc. (the "Issuer"), SPG AIV, SPG RPV, and SPG AIV (Offshore) acquired from the Issuer an aggregate of (i) 20,000 newly issued shares of Series A Convertible Preferred Stock, par value $0.01 per share (the "Series A Preferred Stock"). The Series A Preferred Stock was not convertible until the Issuer obtained stockholder approval as required by applicable NYSE rules ("Stockholder Approval"). F2 · derivative.exercise_date: (continued from footnote 1) After the Issuer obtained Stockholder Approval, the Series A Preferred Stock was converted into, with respect to each share of Series A Preferred Stock so converted, the number of shares of Common Stock equal to the then applicable conversion rate (plus cash in lieu of fractional shares) at any time, in whole or in part, at the option of SPG AIV, SPG RPV, and SPG AIV (Offshore) (or a respective permitted transferee) at a conversion price of $3.85 per share of Common Stock. The conversion rate for the Series A Preferred Stock is 259.74. The preferred stock is perpetual and therefore has no expiration date. F1 · derivative.expiration_date: Pursuant to a Securities Purchase Agreement, dated as of April 5, 2020, by and between Snow Phipps Group AIV, L.P. ("SPG AIV"), Snow Phipps Group (RPV), L.P. ("SPG RPV"), Snow Phipps Group AIV (Offshore) L.P. ("SPG AIV (Offshore)") and Velocity Financial, Inc. (the "Issuer"), SPG AIV, SPG RPV, and SPG AIV (Offshore) acquired from the Issuer an aggregate of (i) 20,000 newly issued shares of Series A Convertible Preferred Stock, par value $0.01 per share (the "Series A Preferred Stock"). The Series A Preferred Stock was not convertible until the Issuer obtained stockholder approval as required by applicable NYSE rules ("Stockholder Approval"). F2 · derivative.expiration_date: (continued from footnote 1) After the Issuer obtained Stockholder Approval, the Series A Preferred Stock was converted into, with respect to each share of Series A Preferred Stock so converted, the number of shares of Common Stock equal to the then applicable conversion rate (plus cash in lieu of fractional shares) at any time, in whole or in part, at the option of SPG AIV, SPG RPV, and SPG AIV (Offshore) (or a respective permitted transferee) at a conversion price of $3.85 per share of Common Stock. The conversion rate for the Series A Preferred Stock is 259.74. The preferred stock is perpetual and therefore has no expiration date. F1 · derivative.underlying_shares: Pursuant to a Securities Purchase Agreement, dated as of April 5, 2020, by and between Snow Phipps Group AIV, L.P. ("SPG AIV"), Snow Phipps Group (RPV), L.P. ("SPG RPV"), Snow Phipps Group AIV (Offshore) L.P. ("SPG AIV (Offshore)") and Velocity Financial, Inc. (the "Issuer"), SPG AIV, SPG RPV, and SPG AIV (Offshore) acquired from the Issuer an aggregate of (i) 20,000 newly issued shares of Series A Convertible Preferred Stock, par value $0.01 per share (the "Series A Preferred Stock"). The Series A Preferred Stock was not convertible until the Issuer obtained stockholder approval as required by applicable NYSE rules ("Stockholder Approval"). F2 · derivative.underlying_shares: (continued from footnote 1) After the Issuer obtained Stockholder Approval, the Series A Preferred Stock was converted into, with respect to each share of Series A Preferred Stock so converted, the number of shares of Common Stock equal to the then applicable conversion rate (plus cash in lieu of fractional shares) at any time, in whole or in part, at the option of SPG AIV, SPG RPV, and SPG AIV (Offshore) (or a respective permitted transferee) at a conversion price of $3.85 per share of Common Stock. The conversion rate for the Series A Preferred Stock is 259.74. The preferred stock is perpetual and therefore has no expiration date. F3 · derivative.underlying_shares: This form 4 is being filed by and on behalf of each of the following: Ian K. Snow, who serves as the managing member of SPG GP, LLC, the general partner of Snow Phipps Group AIV, L.P., Snow Phipps Group (RPV), L.P., and Snow Phipps Group AIV (Offshore) L.P. (Ian K. Snow, collectively, with SPG GP LLC, Snow Phipps Group AIV, L.P., Snow Phipps Group (RPV), L.P., and Snow Phipps Group AIV (Offshore) L.P., the "Reporting Persons"). Represents (i) 4,895,844 shares of Common Stock held directly by Snow Phipps Group AIV, L.P., (ii) 255,064 shares of Common Stock held directly by Snow Phipps Group (RPV), L.P., and 43,896 shares of Common Stock held directly by Snow Phipps Group AIV (Offshore) L.P. Other than Snow Phipps Group AIV, L.P., Snow Phipps Group (RPV), L.P., and Snow Phipps Group AIV (Offshore) L.P. the Reporting Persons do not themselves directly hold any Common Stock. F1 · balance_after: Pursuant to a Securities Purchase Agreement, dated as of April 5, 2020, by and between Snow Phipps Group AIV, L.P. ("SPG AIV"), Snow Phipps Group (RPV), L.P. ("SPG RPV"), Snow Phipps Group AIV (Offshore) L.P. ("SPG AIV (Offshore)") and Velocity Financial, Inc. (the "Issuer"), SPG AIV, SPG RPV, and SPG AIV (Offshore) acquired from the Issuer an aggregate of (i) 20,000 newly issued shares of Series A Convertible Preferred Stock, par value $0.01 per share (the "Series A Preferred Stock"). The Series A Preferred Stock was not convertible until the Issuer obtained stockholder approval as required by applicable NYSE rules ("Stockholder Approval"). F2 · balance_after: (continued from footnote 1) After the Issuer obtained Stockholder Approval, the Series A Preferred Stock was converted into, with respect to each share of Series A Preferred Stock so converted, the number of shares of Common Stock equal to the then applicable conversion rate (plus cash in lieu of fractional shares) at any time, in whole or in part, at the option of SPG AIV, SPG RPV, and SPG AIV (Offshore) (or a respective permitted transferee) at a conversion price of $3.85 per share of Common Stock. The conversion rate for the Series A Preferred Stock is 259.74. The preferred stock is perpetual and therefore has no expiration date. F3 · balance_after: This form 4 is being filed by and on behalf of each of the following: Ian K. Snow, who serves as the managing member of SPG GP, LLC, the general partner of Snow Phipps Group AIV, L.P., Snow Phipps Group (RPV), L.P., and Snow Phipps Group AIV (Offshore) L.P. (Ian K. Snow, collectively, with SPG GP LLC, Snow Phipps Group AIV, L.P., Snow Phipps Group (RPV), L.P., and Snow Phipps Group AIV (Offshore) L.P., the "Reporting Persons"). Represents (i) 4,895,844 shares of Common Stock held directly by Snow Phipps Group AIV, L.P., (ii) 255,064 shares of Common Stock held directly by Snow Phipps Group (RPV), L.P., and 43,896 shares of Common Stock held directly by Snow Phipps Group AIV (Offshore) L.P. Other than Snow Phipps Group AIV, L.P., Snow Phipps Group (RPV), L.P., and Snow Phipps Group AIV (Offshore) L.P. the Reporting Persons do not themselves directly hold any Common Stock. F1 · ownership.nature: Pursuant to a Securities Purchase Agreement, dated as of April 5, 2020, by and between Snow Phipps Group AIV, L.P. ("SPG AIV"), Snow Phipps Group (RPV), L.P. ("SPG RPV"), Snow Phipps Group AIV (Offshore) L.P. ("SPG AIV (Offshore)") and Velocity Financial, Inc. (the "Issuer"), SPG AIV, SPG RPV, and SPG AIV (Offshore) acquired from the Issuer an aggregate of (i) 20,000 newly issued shares of Series A Convertible Preferred Stock, par value $0.01 per share (the "Series A Preferred Stock"). The Series A Preferred Stock was not convertible until the Issuer obtained stockholder approval as required by applicable NYSE rules ("Stockholder Approval"). F2 · ownership.nature: (continued from footnote 1) After the Issuer obtained Stockholder Approval, the Series A Preferred Stock was converted into, with respect to each share of Series A Preferred Stock so converted, the number of shares of Common Stock equal to the then applicable conversion rate (plus cash in lieu of fractional shares) at any time, in whole or in part, at the option of SPG AIV, SPG RPV, and SPG AIV (Offshore) (or a respective permitted transferee) at a conversion price of $3.85 per share of Common Stock. The conversion rate for the Series A Preferred Stock is 259.74. The preferred stock is perpetual and therefore has no expiration date. F3 · ownership.nature: This form 4 is being filed by and on behalf of each of the following: Ian K. Snow, who serves as the managing member of SPG GP, LLC, the general partner of Snow Phipps Group AIV, L.P., Snow Phipps Group (RPV), L.P., and Snow Phipps Group AIV (Offshore) L.P. (Ian K. Snow, collectively, with SPG GP LLC, Snow Phipps Group AIV, L.P., Snow Phipps Group (RPV), L.P., and Snow Phipps Group AIV (Offshore) L.P., the "Reporting Persons"). Represents (i) 4,895,844 shares of Common Stock held directly by Snow Phipps Group AIV, L.P., (ii) 255,064 shares of Common Stock held directly by Snow Phipps Group (RPV), L.P., and 43,896 shares of Common Stock held directly by Snow Phipps Group AIV (Offshore) L.P. Other than Snow Phipps Group AIV, L.P., Snow Phipps Group (RPV), L.P., and Snow Phipps Group AIV (Offshore) L.P. the Reporting Persons do not themselves directly hold any Common Stock. F4 · ownership.nature: Each of the Reporting Persons disclaims beneficial ownership of the securities to the extent it exceeds their pecuniary interest therein Read SEC document
October 08, 2021 Filed Oct 12, 2021 21:57 UTC	Velocity Financial, Inc. VEL · Entity 5207	ConversionCommon Stock	5,194,804	$3.85	$19,999,995.40	Disclosure SEC source: 0000899243-21-040011 · doc4.xml · nonDerivative · entry 1 SPG GP, LLC · CIK 0001696701 · Director · 10% owner Snow Phipps Group AIV, L.P. · CIK 0001798851 · Director · 10% owner Snow Phipps Group (RPV), L.P. · CIK 0001696654 · Director · 10% owner Snow Phipps Group AIV (Offshore), L.P. · CIK 0001798852 · Director · 10% owner Snow Ian K · CIK 0001327044 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See footnotes Disclosed balance after: 12,272,765 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · shares: Pursuant to a Securities Purchase Agreement, dated as of April 5, 2020, by and between Snow Phipps Group AIV, L.P. ("SPG AIV"), Snow Phipps Group (RPV), L.P. ("SPG RPV"), Snow Phipps Group AIV (Offshore) L.P. ("SPG AIV (Offshore)") and Velocity Financial, Inc. (the "Issuer"), SPG AIV, SPG RPV, and SPG AIV (Offshore) acquired from the Issuer an aggregate of (i) 20,000 newly issued shares of Series A Convertible Preferred Stock, par value $0.01 per share (the "Series A Preferred Stock"). The Series A Preferred Stock was not convertible until the Issuer obtained stockholder approval as required by applicable NYSE rules ("Stockholder Approval"). F2 · shares: (continued from footnote 1) After the Issuer obtained Stockholder Approval, the Series A Preferred Stock was converted into, with respect to each share of Series A Preferred Stock so converted, the number of shares of Common Stock equal to the then applicable conversion rate (plus cash in lieu of fractional shares) at any time, in whole or in part, at the option of SPG AIV, SPG RPV, and SPG AIV (Offshore) (or a respective permitted transferee) at a conversion price of $3.85 per share of Common Stock. The conversion rate for the Series A Preferred Stock is 259.74. The preferred stock is perpetual and therefore has no expiration date. F3 · shares: This form 4 is being filed by and on behalf of each of the following: Ian K. Snow, who serves as the managing member of SPG GP, LLC, the general partner of Snow Phipps Group AIV, L.P., Snow Phipps Group (RPV), L.P., and Snow Phipps Group AIV (Offshore) L.P. (Ian K. Snow, collectively, with SPG GP LLC, Snow Phipps Group AIV, L.P., Snow Phipps Group (RPV), L.P., and Snow Phipps Group AIV (Offshore) L.P., the "Reporting Persons"). Represents (i) 4,895,844 shares of Common Stock held directly by Snow Phipps Group AIV, L.P., (ii) 255,064 shares of Common Stock held directly by Snow Phipps Group (RPV), L.P., and 43,896 shares of Common Stock held directly by Snow Phipps Group AIV (Offshore) L.P. Other than Snow Phipps Group AIV, L.P., Snow Phipps Group (RPV), L.P., and Snow Phipps Group AIV (Offshore) L.P. the Reporting Persons do not themselves directly hold any Common Stock. F1 · ownership.direct: Pursuant to a Securities Purchase Agreement, dated as of April 5, 2020, by and between Snow Phipps Group AIV, L.P. ("SPG AIV"), Snow Phipps Group (RPV), L.P. ("SPG RPV"), Snow Phipps Group AIV (Offshore) L.P. ("SPG AIV (Offshore)") and Velocity Financial, Inc. (the "Issuer"), SPG AIV, SPG RPV, and SPG AIV (Offshore) acquired from the Issuer an aggregate of (i) 20,000 newly issued shares of Series A Convertible Preferred Stock, par value $0.01 per share (the "Series A Preferred Stock"). The Series A Preferred Stock was not convertible until the Issuer obtained stockholder approval as required by applicable NYSE rules ("Stockholder Approval"). F2 · ownership.direct: (continued from footnote 1) After the Issuer obtained Stockholder Approval, the Series A Preferred Stock was converted into, with respect to each share of Series A Preferred Stock so converted, the number of shares of Common Stock equal to the then applicable conversion rate (plus cash in lieu of fractional shares) at any time, in whole or in part, at the option of SPG AIV, SPG RPV, and SPG AIV (Offshore) (or a respective permitted transferee) at a conversion price of $3.85 per share of Common Stock. The conversion rate for the Series A Preferred Stock is 259.74. The preferred stock is perpetual and therefore has no expiration date. F3 · ownership.direct: This form 4 is being filed by and on behalf of each of the following: Ian K. Snow, who serves as the managing member of SPG GP, LLC, the general partner of Snow Phipps Group AIV, L.P., Snow Phipps Group (RPV), L.P., and Snow Phipps Group AIV (Offshore) L.P. (Ian K. Snow, collectively, with SPG GP LLC, Snow Phipps Group AIV, L.P., Snow Phipps Group (RPV), L.P., and Snow Phipps Group AIV (Offshore) L.P., the "Reporting Persons"). Represents (i) 4,895,844 shares of Common Stock held directly by Snow Phipps Group AIV, L.P., (ii) 255,064 shares of Common Stock held directly by Snow Phipps Group (RPV), L.P., and 43,896 shares of Common Stock held directly by Snow Phipps Group AIV (Offshore) L.P. Other than Snow Phipps Group AIV, L.P., Snow Phipps Group (RPV), L.P., and Snow Phipps Group AIV (Offshore) L.P. the Reporting Persons do not themselves directly hold any Common Stock. F1 · ownership.nature: Pursuant to a Securities Purchase Agreement, dated as of April 5, 2020, by and between Snow Phipps Group AIV, L.P. ("SPG AIV"), Snow Phipps Group (RPV), L.P. ("SPG RPV"), Snow Phipps Group AIV (Offshore) L.P. ("SPG AIV (Offshore)") and Velocity Financial, Inc. (the "Issuer"), SPG AIV, SPG RPV, and SPG AIV (Offshore) acquired from the Issuer an aggregate of (i) 20,000 newly issued shares of Series A Convertible Preferred Stock, par value $0.01 per share (the "Series A Preferred Stock"). The Series A Preferred Stock was not convertible until the Issuer obtained stockholder approval as required by applicable NYSE rules ("Stockholder Approval"). F2 · ownership.nature: (continued from footnote 1) After the Issuer obtained Stockholder Approval, the Series A Preferred Stock was converted into, with respect to each share of Series A Preferred Stock so converted, the number of shares of Common Stock equal to the then applicable conversion rate (plus cash in lieu of fractional shares) at any time, in whole or in part, at the option of SPG AIV, SPG RPV, and SPG AIV (Offshore) (or a respective permitted transferee) at a conversion price of $3.85 per share of Common Stock. The conversion rate for the Series A Preferred Stock is 259.74. The preferred stock is perpetual and therefore has no expiration date. F3 · ownership.nature: This form 4 is being filed by and on behalf of each of the following: Ian K. Snow, who serves as the managing member of SPG GP, LLC, the general partner of Snow Phipps Group AIV, L.P., Snow Phipps Group (RPV), L.P., and Snow Phipps Group AIV (Offshore) L.P. (Ian K. Snow, collectively, with SPG GP LLC, Snow Phipps Group AIV, L.P., Snow Phipps Group (RPV), L.P., and Snow Phipps Group AIV (Offshore) L.P., the "Reporting Persons"). Represents (i) 4,895,844 shares of Common Stock held directly by Snow Phipps Group AIV, L.P., (ii) 255,064 shares of Common Stock held directly by Snow Phipps Group (RPV), L.P., and 43,896 shares of Common Stock held directly by Snow Phipps Group AIV (Offshore) L.P. Other than Snow Phipps Group AIV, L.P., Snow Phipps Group (RPV), L.P., and Snow Phipps Group AIV (Offshore) L.P. the Reporting Persons do not themselves directly hold any Common Stock. F4 · ownership.nature: Each of the Reporting Persons disclaims beneficial ownership of the securities to the extent it exceeds their pecuniary interest therein Read SEC document
March 26, 2021 Filed Mar 30, 2021 22:15 UTC	LAUREATE EDUCATION, INC. LAUR · Entity 1751	ConversionClass B Common Stock · Derivative	710,459	$0.00	$0.00	Disclosure SEC source: 0000899243-21-013941 · doc4.xml · derivative · entry 2 SPG GP, LLC · CIK 0001696701 · Director · 10% owner Snow Phipps Group, L.P. · CIK 0001696790 · Director · 10% owner SPG Co-Investment, L.P. · CIK 0001696702 · Director · 10% owner Snow Phipps Group (B), L.P. · CIK 0001696783 · Director · 10% owner Snow Phipps Group (Offshore), L.P. · CIK 0001696660 · Director · 10% owner Snow Phipps Group (RPV), L.P. · CIK 0001696654 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See Footnotes Disclosed balance after: 2,841,835 Underlying: Class A Common Stock · 710,459 shares Expires not disclosed Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · derivative.exercise_price: Each share of Class B Common Stock ("Class B Common Stock") of Laureate Education, Inc. (the "Issuer") is convertible into one share of Class A Common Stock of the Issuer ("Class A Common Stock") upon the election of the holder or upon transfer, subject to the terms of the Issuer's Amended and Restated Certificate of Incorporation. F1 · kind: Each share of Class B Common Stock ("Class B Common Stock") of Laureate Education, Inc. (the "Issuer") is convertible into one share of Class A Common Stock of the Issuer ("Class A Common Stock") upon the election of the holder or upon transfer, subject to the terms of the Issuer's Amended and Restated Certificate of Incorporation. F4 · kind: On March 26, 2021, the 646,212, 3,497, 20,887, 33,651 and 6,208 shares of Class B Common Stock held indirectly by Snow Phipps Group, L.P., SPG Co-Investment, L.P., Snow Phipps Group (B), L.P., Snow Phipps Group (Offshore), L.P., and Snow Phipps Group (RPV), L.P., respectively, automatically converted into the same number of shares of Class A Common Stock, as a result of a pro rata distribution of such shares previously held directly by Wengen (as described below) for no additional consideration and in proportion to, and in partial redemption of, such Reporting Persons' respective ownership percentages in Wengen (the "Distribution"). F1 · derivative.exercise_date: Each share of Class B Common Stock ("Class B Common Stock") of Laureate Education, Inc. (the "Issuer") is convertible into one share of Class A Common Stock of the Issuer ("Class A Common Stock") upon the election of the holder or upon transfer, subject to the terms of the Issuer's Amended and Restated Certificate of Incorporation. F1 · derivative.expiration_date: Each share of Class B Common Stock ("Class B Common Stock") of Laureate Education, Inc. (the "Issuer") is convertible into one share of Class A Common Stock of the Issuer ("Class A Common Stock") upon the election of the holder or upon transfer, subject to the terms of the Issuer's Amended and Restated Certificate of Incorporation. F2 · ownership.nature: SPG GP, LLC is the general partner of Snow Phipps Group, L.P., SPG Co-Investment, L.P., Snow Phipps Group (B), L.P., Snow Phipps Group (Offshore), L.P., and Snow Phipps Group (RPV), L.P. (collectively, with SPG GP LLC, the "Reporting Persons"). The Reporting Persons disclaim beneficial ownership of the securities to the extent it exceeds their pecuniary interest therein and the inclusion of the shares in this report shall not be deemed to be an admission of beneficial ownership of the reported shares for the purposes of Section 16 of the Exchange Act or otherwise. F3 · ownership.nature: (Continued from footnote 2) The amount shown represents the beneficial ownership held by each of the Reporting Persons as a group. Solely for purposes of Section 16 of the Exchange Act, SPG GP, LLC, Snow Phipps Group (Offshore), L.P., Snow Phipps Group (B), L.P., Snow Phipps Group, L.P., Snow Phipps Group (RPV), L.P., and SPG Co-Investment, L.P. are deemed directors-by-deputization. Information with respect to each Reporting Person is given solely by solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. F6 · ownership.nature: Following the Distribution, represents shares of Class B Common Stock are held directly by Wengen Alberta, Limited Partnership ("Wengen"). Wengen Investments Limited ("Wengen GP") is the general partner of Wengen. Certain investors, including, but not limited to, certain investment funds and other persons affiliated with or managed by Kohlberg Kravis Roberts & Co. L.P., Cohen Private Ventures, LLC, Bregal Investments, Inc., StepStone Group LP, Sterling Fund Management, LLC and Snow Phipps Group, LLC (collectively, the "Wengen Investors") have interests in the Issuer through Wengen. The Reporting Persons and certain of the other Wengen Investors have designated representatives who serve as the members of the board of directors of Wengen GP. F7 · ownership.nature: The Reporting Persons may be deemed to indirectly beneficially own these shares of Class B Common Stock by virtue of the limited partnership interests held in Wengen. Following the Distribution, represents the beneficial ownership of the Class B Common Stock as follows: (i) Snow Phipps Group, L.P. holds 2,584,865 shares, (ii) SPG Co-Investment, L.P. holds 13,986 shares, (iii) Snow Phipps Group (B), L.P. holds 83,547 shares, (iv) Snow Phipps Group (Offshore), L.P. holds 134,604 shares, and (v) Snow Phipps Group (RPV), L.P. holds 24,832 shares. Read SEC document
March 26, 2021 Filed Mar 30, 2021 22:15 UTC	LAUREATE EDUCATION, INC. LAUR · Entity 1751	ConversionClass A Common Stock	710,459	Not disclosed	Not disclosed	Disclosure SEC source: 0000899243-21-013941 · doc4.xml · nonDerivative · entry 1 SPG GP, LLC · CIK 0001696701 · Director · 10% owner Snow Phipps Group, L.P. · CIK 0001696790 · Director · 10% owner SPG Co-Investment, L.P. · CIK 0001696702 · Director · 10% owner Snow Phipps Group (B), L.P. · CIK 0001696783 · Director · 10% owner Snow Phipps Group (Offshore), L.P. · CIK 0001696660 · Director · 10% owner Snow Phipps Group (RPV), L.P. · CIK 0001696654 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See Footnotes Disclosed balance after: 2,067,501 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F4 · kind: On March 26, 2021, the 646,212, 3,497, 20,887, 33,651 and 6,208 shares of Class B Common Stock held indirectly by Snow Phipps Group, L.P., SPG Co-Investment, L.P., Snow Phipps Group (B), L.P., Snow Phipps Group (Offshore), L.P., and Snow Phipps Group (RPV), L.P., respectively, automatically converted into the same number of shares of Class A Common Stock, as a result of a pro rata distribution of such shares previously held directly by Wengen (as described below) for no additional consideration and in proportion to, and in partial redemption of, such Reporting Persons' respective ownership percentages in Wengen (the "Distribution"). F1 · price: Each share of Class B Common Stock ("Class B Common Stock") of Laureate Education, Inc. (the "Issuer") is convertible into one share of Class A Common Stock of the Issuer ("Class A Common Stock") upon the election of the holder or upon transfer, subject to the terms of the Issuer's Amended and Restated Certificate of Incorporation. F4 · price: On March 26, 2021, the 646,212, 3,497, 20,887, 33,651 and 6,208 shares of Class B Common Stock held indirectly by Snow Phipps Group, L.P., SPG Co-Investment, L.P., Snow Phipps Group (B), L.P., Snow Phipps Group (Offshore), L.P., and Snow Phipps Group (RPV), L.P., respectively, automatically converted into the same number of shares of Class A Common Stock, as a result of a pro rata distribution of such shares previously held directly by Wengen (as described below) for no additional consideration and in proportion to, and in partial redemption of, such Reporting Persons' respective ownership percentages in Wengen (the "Distribution"). F2 · ownership.nature: SPG GP, LLC is the general partner of Snow Phipps Group, L.P., SPG Co-Investment, L.P., Snow Phipps Group (B), L.P., Snow Phipps Group (Offshore), L.P., and Snow Phipps Group (RPV), L.P. (collectively, with SPG GP LLC, the "Reporting Persons"). The Reporting Persons disclaim beneficial ownership of the securities to the extent it exceeds their pecuniary interest therein and the inclusion of the shares in this report shall not be deemed to be an admission of beneficial ownership of the reported shares for the purposes of Section 16 of the Exchange Act or otherwise. F3 · ownership.nature: (Continued from footnote 2) The amount shown represents the beneficial ownership held by each of the Reporting Persons as a group. Solely for purposes of Section 16 of the Exchange Act, SPG GP, LLC, Snow Phipps Group (Offshore), L.P., Snow Phipps Group (B), L.P., Snow Phipps Group, L.P., Snow Phipps Group (RPV), L.P., and SPG Co-Investment, L.P. are deemed directors-by-deputization. Information with respect to each Reporting Person is given solely by solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. F5 · ownership.nature: Following the Distribution, represents the beneficial ownership of the Class A Common Stock as follows: (i) Snow Phipps Group, L.P. holds 1,882,935 shares, (ii) SPG Co-Investment, L.P. holds 7,568 shares, (iii) Snow Phipps Group (B), L.P. holds 32,767 shares, (iv) Snow Phipps Group (Offshore), L.P. holds 73,623 shares, and (v) Snow Phipps Group (RPV), L.P. holds 70,608 shares. Read SEC document
March 26, 2021 Filed Apr 8, 2021 01:30 UTC Amendment	LAUREATE EDUCATION, INC. LAUR · Entity 1751	ConversionClass B Common Stock · Derivative	710,459	$0.00	$0.00	Disclosure SEC source: 0000899243-21-015357 · doc4a.xml · derivative · entry 2 SPG GP, LLC · CIK 0001696701 · Director · 10% owner Snow Phipps Group, L.P. · CIK 0001696790 · Director · 10% owner SPG Co-Investment, L.P. · CIK 0001696702 · Director · 10% owner Snow Phipps Group (B), L.P. · CIK 0001696783 · Director · 10% owner Snow Phipps Group (Offshore), L.P. · CIK 0001696660 · Director · 10% owner Snow Phipps Group (RPV), L.P. · CIK 0001696654 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See Footnotes Disclosed balance after: 2,841,835 Underlying: Class A Common Stock · 710,459 shares Expires not disclosed Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · derivative.exercise_price: Each share of Class B Common Stock ("Class B Common Stock") of Laureate Education, Inc. (the "Issuer") is convertible into one share of Class A Common Stock of the Issuer ("Class A Common Stock") upon the election of the holder or upon transfer, subject to the terms of the Issuer's Amended and Restated Certificate of Incorporation. F1 · date: Each share of Class B Common Stock ("Class B Common Stock") of Laureate Education, Inc. (the "Issuer") is convertible into one share of Class A Common Stock of the Issuer ("Class A Common Stock") upon the election of the holder or upon transfer, subject to the terms of the Issuer's Amended and Restated Certificate of Incorporation. F1 · kind: Each share of Class B Common Stock ("Class B Common Stock") of Laureate Education, Inc. (the "Issuer") is convertible into one share of Class A Common Stock of the Issuer ("Class A Common Stock") upon the election of the holder or upon transfer, subject to the terms of the Issuer's Amended and Restated Certificate of Incorporation. F4 · kind: On March 26, 2021, the 646,212, 3,497, 6,208, 20,887 and 33,651 shares of Class B Common Stock held indirectly by Snow Phipps Group, L.P., SPG Co-Investment, L.P., Snow Phipps Group (B), L.P., Snow Phipps Group (Offshore), L.P., and Snow Phipps Group (RPV), L.P., respectively, automatically converted into the same number of shares of Class A Common Stock, as a result of a pro rata distribution of such shares previously held directly by Wengen (as described below) for no additional consideration and in proportion to, and in partial redemption of, such Reporting Persons' respective ownership percentages in Wengen (the "Distribution"). F1 · derivative.exercise_date: Each share of Class B Common Stock ("Class B Common Stock") of Laureate Education, Inc. (the "Issuer") is convertible into one share of Class A Common Stock of the Issuer ("Class A Common Stock") upon the election of the holder or upon transfer, subject to the terms of the Issuer's Amended and Restated Certificate of Incorporation. F1 · derivative.expiration_date: Each share of Class B Common Stock ("Class B Common Stock") of Laureate Education, Inc. (the "Issuer") is convertible into one share of Class A Common Stock of the Issuer ("Class A Common Stock") upon the election of the holder or upon transfer, subject to the terms of the Issuer's Amended and Restated Certificate of Incorporation. F2 · ownership.nature: SPG GP, LLC is the general partner of Snow Phipps Group, L.P., SPG Co-Investment, L.P., Snow Phipps Group (B), L.P., Snow Phipps Group (Offshore), L.P., and Snow Phipps Group (RPV), L.P. (collectively, with SPG GP LLC, the "Reporting Persons"). The Reporting Persons disclaim beneficial ownership of the securities to the extent it exceeds their pecuniary interest therein and the inclusion of the shares in this report shall not be deemed to be an admission of beneficial ownership of the reported shares for the purposes of Section 16 of the Exchange Act or otherwise. The amount shown represents the beneficial ownership held by each of the Reporting Persons as a group. Solely for purposes of Section 16 of the Exchange Act, SPG GP, LLC, Snow Phipps Group (Offshore), L.P., Snow Phipps Group (B), L.P., Snow Phipps Group, L.P., Snow Phipps Group (RPV), L.P., and SPG Co-Investment, L.P. are deemed directors-by-deputization. F3 · ownership.nature: (Continued from footnote 2) Information with respect to each Reporting Person is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. F6 · ownership.nature: Following the Distribution, represents shares of Class B Common Stock are held directly by Wengen Alberta, Limited Partnership ("Wengen"). Wengen Investments Limited ("Wengen GP") is the general partner of Wengen. Certain investors, including, but not limited to, certain investment funds and other persons affiliated with or managed by Kohlberg Kravis Roberts & Co. L.P., Cohen Private Ventures, LLC, Bregal Investments, Inc., StepStone Group LP, Sterling Fund Management, LLC and Snow Phipps Group, LLC (collectively, the "Wengen Investors") have interests in the Issuer through Wengen. The Reporting Persons and certain of the other Wengen Investors have designated representatives who serve as the members of the board of directors of Wengen GP. F7 · ownership.nature: The Reporting Persons may be deemed to indirectly beneficially own these shares of Class B Common Stock by virtue of the limited partnership interests held in Wengen. Following the Distribution, represents the beneficial ownership of the Class B Common Stock as follows: (i) Snow Phipps Group, L.P. holds 2,584,865 shares, (ii) SPG Co-Investment, L.P. holds 13,986 shares, (iii) Snow Phipps Group (B), L.P. holds 24,832 shares, (iv) Snow Phipps Group (Offshore), L.P. holds 83,547 shares, and (v) Snow Phipps Group (RPV), L.P. holds 134,604 shares. Read SEC document
March 26, 2021 Filed Apr 8, 2021 01:30 UTC Amendment	LAUREATE EDUCATION, INC. LAUR · Entity 1751	ConversionClass A Common Stock	710,459	Not disclosed	Not disclosed	Disclosure SEC source: 0000899243-21-015357 · doc4a.xml · nonDerivative · entry 1 SPG GP, LLC · CIK 0001696701 · Director · 10% owner Snow Phipps Group, L.P. · CIK 0001696790 · Director · 10% owner SPG Co-Investment, L.P. · CIK 0001696702 · Director · 10% owner Snow Phipps Group (B), L.P. · CIK 0001696783 · Director · 10% owner Snow Phipps Group (Offshore), L.P. · CIK 0001696660 · Director · 10% owner Snow Phipps Group (RPV), L.P. · CIK 0001696654 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See Footnotes Disclosed balance after: 2,067,501 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · date: Each share of Class B Common Stock ("Class B Common Stock") of Laureate Education, Inc. (the "Issuer") is convertible into one share of Class A Common Stock of the Issuer ("Class A Common Stock") upon the election of the holder or upon transfer, subject to the terms of the Issuer's Amended and Restated Certificate of Incorporation. F4 · kind: On March 26, 2021, the 646,212, 3,497, 6,208, 20,887 and 33,651 shares of Class B Common Stock held indirectly by Snow Phipps Group, L.P., SPG Co-Investment, L.P., Snow Phipps Group (B), L.P., Snow Phipps Group (Offshore), L.P., and Snow Phipps Group (RPV), L.P., respectively, automatically converted into the same number of shares of Class A Common Stock, as a result of a pro rata distribution of such shares previously held directly by Wengen (as described below) for no additional consideration and in proportion to, and in partial redemption of, such Reporting Persons' respective ownership percentages in Wengen (the "Distribution"). F1 · price: Each share of Class B Common Stock ("Class B Common Stock") of Laureate Education, Inc. (the "Issuer") is convertible into one share of Class A Common Stock of the Issuer ("Class A Common Stock") upon the election of the holder or upon transfer, subject to the terms of the Issuer's Amended and Restated Certificate of Incorporation. F4 · price: On March 26, 2021, the 646,212, 3,497, 6,208, 20,887 and 33,651 shares of Class B Common Stock held indirectly by Snow Phipps Group, L.P., SPG Co-Investment, L.P., Snow Phipps Group (B), L.P., Snow Phipps Group (Offshore), L.P., and Snow Phipps Group (RPV), L.P., respectively, automatically converted into the same number of shares of Class A Common Stock, as a result of a pro rata distribution of such shares previously held directly by Wengen (as described below) for no additional consideration and in proportion to, and in partial redemption of, such Reporting Persons' respective ownership percentages in Wengen (the "Distribution"). F2 · ownership.nature: SPG GP, LLC is the general partner of Snow Phipps Group, L.P., SPG Co-Investment, L.P., Snow Phipps Group (B), L.P., Snow Phipps Group (Offshore), L.P., and Snow Phipps Group (RPV), L.P. (collectively, with SPG GP LLC, the "Reporting Persons"). The Reporting Persons disclaim beneficial ownership of the securities to the extent it exceeds their pecuniary interest therein and the inclusion of the shares in this report shall not be deemed to be an admission of beneficial ownership of the reported shares for the purposes of Section 16 of the Exchange Act or otherwise. The amount shown represents the beneficial ownership held by each of the Reporting Persons as a group. Solely for purposes of Section 16 of the Exchange Act, SPG GP, LLC, Snow Phipps Group (Offshore), L.P., Snow Phipps Group (B), L.P., Snow Phipps Group, L.P., Snow Phipps Group (RPV), L.P., and SPG Co-Investment, L.P. are deemed directors-by-deputization. F3 · ownership.nature: (Continued from footnote 2) Information with respect to each Reporting Person is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. F5 · ownership.nature: Following the Distribution, represents the beneficial ownership of the Class A Common Stock as follows: (i) Snow Phipps Group, L.P. holds 1,882,935 shares, (ii) SPG Co-Investment, L.P. holds 7,568 shares, (iii) Snow Phipps Group (B), L.P. holds 18,808 shares, (iv) Snow Phipps Group (Offshore), L.P. holds 60,859 shares, and (v) Snow Phipps Group (RPV), L.P. holds 98,051 shares. Read SEC document
April 07, 2020 Filed Apr 9, 2020 19:56 UTC	Velocity Financial, Inc. VEL · Entity 5207	GrantPrivate Placement Warrants · Derivative	446,389	Not disclosed Strike: $4.94	Not disclosed	Disclosure SEC source: 0000899243-20-010621 · doc4.xml · derivative · entry 3 SPG GP, LLC · CIK 0001696701 · Director · 10% owner Snow Phipps Group AIV, L.P. · CIK 0001798851 · Director · 10% owner Snow Phipps Group (RPV), L.P. · CIK 0001696654 · Director · 10% owner Snow Ian K · CIK 0001327044 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See Footnotes Disclosed balance after: 446,389 Underlying: Common Stock · 446,389 shares Expires not disclosed F1 · kind: Pursuant to a Securities Purchase Agreement, dated as of April 5, 2020, by and between Snow Phipps Group AIV, L.P. ("SPG AIV"), Snow Phipps Group (RPV), L.P. ("SPG RPV"), TOBI III SPE I LLC and Velocity Financial, Inc. (the "Issuer"), SPG AIV and SPG RPV acquired from the Issuer an aggregate of (i) 20,000 newly issued shares of Series A Convertible Preferred Stock, par value $0.01 per share (the "Series A Preferred Stock"), and (ii) warrants to purchase an aggregate of 3,013,125 shares of the Issuer's common stock par value $0.01 ("Common Stock") (the "Warrants"). The Series A Preferred Stock is not convertible and the Warrants are not exercisable until the Issuer obtains stockholder approval as required by applicable NYSE rules ("Stockholder Approval"). After the Issuer obtains Stockholder Approval, the Series A Preferred Stock is convertible into, with respect to each share of Series A Preferred Stock so converted, F2 · kind: (Continued from footnote 1) the number of shares of Common Stock equal to the then applicable conversion rate (plus cash in lieu of fractional shares, if any) at any time, in whole or in part, at the option of SPG AIV and SPG RPV (or a respective permitted transferee) at an initial conversion price of $3.85 per share of Common Stock. The initial conversion rate for the Series A Preferred Stock is 259.74, and is subject to customary antidilution adjustments. In addition, the Series A Preferred Stock is subject to conversion at the option of the Issuer after October 7, 2021 in accordance with the terms thereof. The Series A Preferred Stock is also subject to repurchase, at the option of SPG AIV and SPG RPV (or a respective permitted transferee), in accordance with the terms thereof. The Series A Preferred Stock has no expiration date. F6 · kind: After the Issuer obtains the Stockholder Approval, the Warrants are exercisable at the warrantholder's option at any time, in whole or in part, through April 7, 2025. The 1,272,882 Warrants held by SPG AIV and the 66,284 Warrants held by SPG RPV are convertible into Common Stock according to the following pricing mechanics (i) the 848,588 Warrants held by SPG AIV and 44,189 Warrants held by SPG RPV have an exercise price of $2.96 per share and are exercisable as of April 7, 2020 and (ii) the 424,294 Warrants held by SPG AIV and 22,095 Warrants held by SPG RPV have an exercise price of $4.94 per share and are exercisable as of April 7, 2020. The exercise price and the number of shares of Common Stock issuable upon exercise of the Warrants are subject to customary antidilution adjustments.. The Issuer is not required to effect an exercise of Warrants, if after giving effect to the issuance of Common Stock upon exercise of such Warrants such warrantholder F7 · kind: (Continued from footnote 6) together with its affiliates would beneficially own 49% or more of the Issuer's outstanding Common Stock. The election of a warrantholder to exercise Warrants may be conditioned or contingent upon the occurrence of a specified event or transaction. F3 · shares: This form 4 is being filed by and on behalf of each of the following: Ian K. Snow, who serves as the managing member of SPG GP, LLC, the general partner of Snow Phipps Group AIV, L.P., and Snow Phipps Group (RPV), L.P. (Ian K. Snow, collectively, with SPG GP LLC, Snow Phipps Group AIV, L.P. and Snow Phipps Group (RPV), L.P., the "Reporting Persons"). Represents (i) 19,010 share of Series A Preferred Stock and 1,272,882 Warrants held directly by Snow Phipps Group AIV, L.P. and (ii) 990 shares of Series A Preferred Stock and 66,284 Warrants held directly by Snow Phipps Group (RPV), L.P. Other than Snow Phipps Group AIV, L.P. and Snow Phipps Group (RPV), L.P., the Reporting Persons do not themselves directly hold any Warrants or Series A Preferred Stock. F6 · shares: After the Issuer obtains the Stockholder Approval, the Warrants are exercisable at the warrantholder's option at any time, in whole or in part, through April 7, 2025. The 1,272,882 Warrants held by SPG AIV and the 66,284 Warrants held by SPG RPV are convertible into Common Stock according to the following pricing mechanics (i) the 848,588 Warrants held by SPG AIV and 44,189 Warrants held by SPG RPV have an exercise price of $2.96 per share and are exercisable as of April 7, 2020 and (ii) the 424,294 Warrants held by SPG AIV and 22,095 Warrants held by SPG RPV have an exercise price of $4.94 per share and are exercisable as of April 7, 2020. The exercise price and the number of shares of Common Stock issuable upon exercise of the Warrants are subject to customary antidilution adjustments.. The Issuer is not required to effect an exercise of Warrants, if after giving effect to the issuance of Common Stock upon exercise of such Warrants such warrantholder F7 · shares: (Continued from footnote 6) together with its affiliates would beneficially own 49% or more of the Issuer's outstanding Common Stock. The election of a warrantholder to exercise Warrants may be conditioned or contingent upon the occurrence of a specified event or transaction. F10 · price: The Warrants were issued to the Reporting Persons in connection with their purchase of the Series A Preferred Stock at an aggregate purchase price of $1000 per share of Series A Preferred Stock. F6 · derivative.exercise_date: After the Issuer obtains the Stockholder Approval, the Warrants are exercisable at the warrantholder's option at any time, in whole or in part, through April 7, 2025. The 1,272,882 Warrants held by SPG AIV and the 66,284 Warrants held by SPG RPV are convertible into Common Stock according to the following pricing mechanics (i) the 848,588 Warrants held by SPG AIV and 44,189 Warrants held by SPG RPV have an exercise price of $2.96 per share and are exercisable as of April 7, 2020 and (ii) the 424,294 Warrants held by SPG AIV and 22,095 Warrants held by SPG RPV have an exercise price of $4.94 per share and are exercisable as of April 7, 2020. The exercise price and the number of shares of Common Stock issuable upon exercise of the Warrants are subject to customary antidilution adjustments.. The Issuer is not required to effect an exercise of Warrants, if after giving effect to the issuance of Common Stock upon exercise of such Warrants such warrantholder F7 · derivative.exercise_date: (Continued from footnote 6) together with its affiliates would beneficially own 49% or more of the Issuer's outstanding Common Stock. The election of a warrantholder to exercise Warrants may be conditioned or contingent upon the occurrence of a specified event or transaction. F9 · derivative.expiration_date: The right to purchase the Warrants is exercisable at any time or from time to time after receipt of the Approvals for five (5) years, but in no event later than 5:00 p.m., New York City time, April 7, 2025. F3 · derivative.underlying_shares: This form 4 is being filed by and on behalf of each of the following: Ian K. Snow, who serves as the managing member of SPG GP, LLC, the general partner of Snow Phipps Group AIV, L.P., and Snow Phipps Group (RPV), L.P. (Ian K. Snow, collectively, with SPG GP LLC, Snow Phipps Group AIV, L.P. and Snow Phipps Group (RPV), L.P., the "Reporting Persons"). Represents (i) 19,010 share of Series A Preferred Stock and 1,272,882 Warrants held directly by Snow Phipps Group AIV, L.P. and (ii) 990 shares of Series A Preferred Stock and 66,284 Warrants held directly by Snow Phipps Group (RPV), L.P. Other than Snow Phipps Group AIV, L.P. and Snow Phipps Group (RPV), L.P., the Reporting Persons do not themselves directly hold any Warrants or Series A Preferred Stock. F4 · derivative.underlying_shares: The amount shown represents the beneficial ownership held by each of the Reporting Persons as a group. Each of the Reporting Persons disclaims beneficial ownership of the securities to the extent it exceeds their pecuniary interest therein and the inclusion of the Series A Preferred Stock and Warrants in this report shall not be deemed to be an admission of beneficial ownership of the reported Series A Preferred Stock and Warrants for the purposes of Section 16 of the Exchange Act or otherwise. Messrs. Pless and Mantel, each a Partner of SPG GP, LLC and / or one of its affiliates, were appointed to the board of directors of the Issuer as a representative of the Reporting Persons. F5 · derivative.underlying_shares: (Continued from footnote 4) Solely for purposes of Section 16 of the Exchange Act, the Reporting Persons are deemed directors-by-deputization. Information with respect to each Reporting Person is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. F6 · derivative.underlying_shares: After the Issuer obtains the Stockholder Approval, the Warrants are exercisable at the warrantholder's option at any time, in whole or in part, through April 7, 2025. The 1,272,882 Warrants held by SPG AIV and the 66,284 Warrants held by SPG RPV are convertible into Common Stock according to the following pricing mechanics (i) the 848,588 Warrants held by SPG AIV and 44,189 Warrants held by SPG RPV have an exercise price of $2.96 per share and are exercisable as of April 7, 2020 and (ii) the 424,294 Warrants held by SPG AIV and 22,095 Warrants held by SPG RPV have an exercise price of $4.94 per share and are exercisable as of April 7, 2020. The exercise price and the number of shares of Common Stock issuable upon exercise of the Warrants are subject to customary antidilution adjustments.. The Issuer is not required to effect an exercise of Warrants, if after giving effect to the issuance of Common Stock upon exercise of such Warrants such warrantholder F7 · derivative.underlying_shares: (Continued from footnote 6) together with its affiliates would beneficially own 49% or more of the Issuer's outstanding Common Stock. The election of a warrantholder to exercise Warrants may be conditioned or contingent upon the occurrence of a specified event or transaction. F3 · balance_after: This form 4 is being filed by and on behalf of each of the following: Ian K. Snow, who serves as the managing member of SPG GP, LLC, the general partner of Snow Phipps Group AIV, L.P., and Snow Phipps Group (RPV), L.P. (Ian K. Snow, collectively, with SPG GP LLC, Snow Phipps Group AIV, L.P. and Snow Phipps Group (RPV), L.P., the "Reporting Persons"). Represents (i) 19,010 share of Series A Preferred Stock and 1,272,882 Warrants held directly by Snow Phipps Group AIV, L.P. and (ii) 990 shares of Series A Preferred Stock and 66,284 Warrants held directly by Snow Phipps Group (RPV), L.P. Other than Snow Phipps Group AIV, L.P. and Snow Phipps Group (RPV), L.P., the Reporting Persons do not themselves directly hold any Warrants or Series A Preferred Stock. F3 · ownership.direct: This form 4 is being filed by and on behalf of each of the following: Ian K. Snow, who serves as the managing member of SPG GP, LLC, the general partner of Snow Phipps Group AIV, L.P., and Snow Phipps Group (RPV), L.P. (Ian K. Snow, collectively, with SPG GP LLC, Snow Phipps Group AIV, L.P. and Snow Phipps Group (RPV), L.P., the "Reporting Persons"). Represents (i) 19,010 share of Series A Preferred Stock and 1,272,882 Warrants held directly by Snow Phipps Group AIV, L.P. and (ii) 990 shares of Series A Preferred Stock and 66,284 Warrants held directly by Snow Phipps Group (RPV), L.P. Other than Snow Phipps Group AIV, L.P. and Snow Phipps Group (RPV), L.P., the Reporting Persons do not themselves directly hold any Warrants or Series A Preferred Stock. F1 · ownership.nature: Pursuant to a Securities Purchase Agreement, dated as of April 5, 2020, by and between Snow Phipps Group AIV, L.P. ("SPG AIV"), Snow Phipps Group (RPV), L.P. ("SPG RPV"), TOBI III SPE I LLC and Velocity Financial, Inc. (the "Issuer"), SPG AIV and SPG RPV acquired from the Issuer an aggregate of (i) 20,000 newly issued shares of Series A Convertible Preferred Stock, par value $0.01 per share (the "Series A Preferred Stock"), and (ii) warrants to purchase an aggregate of 3,013,125 shares of the Issuer's common stock par value $0.01 ("Common Stock") (the "Warrants"). The Series A Preferred Stock is not convertible and the Warrants are not exercisable until the Issuer obtains stockholder approval as required by applicable NYSE rules ("Stockholder Approval"). After the Issuer obtains Stockholder Approval, the Series A Preferred Stock is convertible into, with respect to each share of Series A Preferred Stock so converted, F2 · ownership.nature: (Continued from footnote 1) the number of shares of Common Stock equal to the then applicable conversion rate (plus cash in lieu of fractional shares, if any) at any time, in whole or in part, at the option of SPG AIV and SPG RPV (or a respective permitted transferee) at an initial conversion price of $3.85 per share of Common Stock. The initial conversion rate for the Series A Preferred Stock is 259.74, and is subject to customary antidilution adjustments. In addition, the Series A Preferred Stock is subject to conversion at the option of the Issuer after October 7, 2021 in accordance with the terms thereof. The Series A Preferred Stock is also subject to repurchase, at the option of SPG AIV and SPG RPV (or a respective permitted transferee), in accordance with the terms thereof. The Series A Preferred Stock has no expiration date. F3 · ownership.nature: This form 4 is being filed by and on behalf of each of the following: Ian K. Snow, who serves as the managing member of SPG GP, LLC, the general partner of Snow Phipps Group AIV, L.P., and Snow Phipps Group (RPV), L.P. (Ian K. Snow, collectively, with SPG GP LLC, Snow Phipps Group AIV, L.P. and Snow Phipps Group (RPV), L.P., the "Reporting Persons"). Represents (i) 19,010 share of Series A Preferred Stock and 1,272,882 Warrants held directly by Snow Phipps Group AIV, L.P. and (ii) 990 shares of Series A Preferred Stock and 66,284 Warrants held directly by Snow Phipps Group (RPV), L.P. Other than Snow Phipps Group AIV, L.P. and Snow Phipps Group (RPV), L.P., the Reporting Persons do not themselves directly hold any Warrants or Series A Preferred Stock. F4 · ownership.nature: The amount shown represents the beneficial ownership held by each of the Reporting Persons as a group. Each of the Reporting Persons disclaims beneficial ownership of the securities to the extent it exceeds their pecuniary interest therein and the inclusion of the Series A Preferred Stock and Warrants in this report shall not be deemed to be an admission of beneficial ownership of the reported Series A Preferred Stock and Warrants for the purposes of Section 16 of the Exchange Act or otherwise. Messrs. Pless and Mantel, each a Partner of SPG GP, LLC and / or one of its affiliates, were appointed to the board of directors of the Issuer as a representative of the Reporting Persons. F5 · ownership.nature: (Continued from footnote 4) Solely for purposes of Section 16 of the Exchange Act, the Reporting Persons are deemed directors-by-deputization. Information with respect to each Reporting Person is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. Read SEC document
April 07, 2020 Filed Apr 9, 2020 19:56 UTC	Velocity Financial, Inc. VEL · Entity 5207	GrantPrivate Placement Warrants · Derivative	892,778	Not disclosed Strike: $2.96	Not disclosed	Disclosure SEC source: 0000899243-20-010621 · doc4.xml · derivative · entry 2 SPG GP, LLC · CIK 0001696701 · Director · 10% owner Snow Phipps Group AIV, L.P. · CIK 0001798851 · Director · 10% owner Snow Phipps Group (RPV), L.P. · CIK 0001696654 · Director · 10% owner Snow Ian K · CIK 0001327044 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See Footnotes Disclosed balance after: 892,778 Underlying: Common Stock · 892,778 shares Expires not disclosed F1 · kind: Pursuant to a Securities Purchase Agreement, dated as of April 5, 2020, by and between Snow Phipps Group AIV, L.P. ("SPG AIV"), Snow Phipps Group (RPV), L.P. ("SPG RPV"), TOBI III SPE I LLC and Velocity Financial, Inc. (the "Issuer"), SPG AIV and SPG RPV acquired from the Issuer an aggregate of (i) 20,000 newly issued shares of Series A Convertible Preferred Stock, par value $0.01 per share (the "Series A Preferred Stock"), and (ii) warrants to purchase an aggregate of 3,013,125 shares of the Issuer's common stock par value $0.01 ("Common Stock") (the "Warrants"). The Series A Preferred Stock is not convertible and the Warrants are not exercisable until the Issuer obtains stockholder approval as required by applicable NYSE rules ("Stockholder Approval"). After the Issuer obtains Stockholder Approval, the Series A Preferred Stock is convertible into, with respect to each share of Series A Preferred Stock so converted, F2 · kind: (Continued from footnote 1) the number of shares of Common Stock equal to the then applicable conversion rate (plus cash in lieu of fractional shares, if any) at any time, in whole or in part, at the option of SPG AIV and SPG RPV (or a respective permitted transferee) at an initial conversion price of $3.85 per share of Common Stock. The initial conversion rate for the Series A Preferred Stock is 259.74, and is subject to customary antidilution adjustments. In addition, the Series A Preferred Stock is subject to conversion at the option of the Issuer after October 7, 2021 in accordance with the terms thereof. The Series A Preferred Stock is also subject to repurchase, at the option of SPG AIV and SPG RPV (or a respective permitted transferee), in accordance with the terms thereof. The Series A Preferred Stock has no expiration date. F6 · kind: After the Issuer obtains the Stockholder Approval, the Warrants are exercisable at the warrantholder's option at any time, in whole or in part, through April 7, 2025. The 1,272,882 Warrants held by SPG AIV and the 66,284 Warrants held by SPG RPV are convertible into Common Stock according to the following pricing mechanics (i) the 848,588 Warrants held by SPG AIV and 44,189 Warrants held by SPG RPV have an exercise price of $2.96 per share and are exercisable as of April 7, 2020 and (ii) the 424,294 Warrants held by SPG AIV and 22,095 Warrants held by SPG RPV have an exercise price of $4.94 per share and are exercisable as of April 7, 2020. The exercise price and the number of shares of Common Stock issuable upon exercise of the Warrants are subject to customary antidilution adjustments.. The Issuer is not required to effect an exercise of Warrants, if after giving effect to the issuance of Common Stock upon exercise of such Warrants such warrantholder F7 · kind: (Continued from footnote 6) together with its affiliates would beneficially own 49% or more of the Issuer's outstanding Common Stock. The election of a warrantholder to exercise Warrants may be conditioned or contingent upon the occurrence of a specified event or transaction. F3 · shares: This form 4 is being filed by and on behalf of each of the following: Ian K. Snow, who serves as the managing member of SPG GP, LLC, the general partner of Snow Phipps Group AIV, L.P., and Snow Phipps Group (RPV), L.P. (Ian K. Snow, collectively, with SPG GP LLC, Snow Phipps Group AIV, L.P. and Snow Phipps Group (RPV), L.P., the "Reporting Persons"). Represents (i) 19,010 share of Series A Preferred Stock and 1,272,882 Warrants held directly by Snow Phipps Group AIV, L.P. and (ii) 990 shares of Series A Preferred Stock and 66,284 Warrants held directly by Snow Phipps Group (RPV), L.P. Other than Snow Phipps Group AIV, L.P. and Snow Phipps Group (RPV), L.P., the Reporting Persons do not themselves directly hold any Warrants or Series A Preferred Stock. F6 · shares: After the Issuer obtains the Stockholder Approval, the Warrants are exercisable at the warrantholder's option at any time, in whole or in part, through April 7, 2025. The 1,272,882 Warrants held by SPG AIV and the 66,284 Warrants held by SPG RPV are convertible into Common Stock according to the following pricing mechanics (i) the 848,588 Warrants held by SPG AIV and 44,189 Warrants held by SPG RPV have an exercise price of $2.96 per share and are exercisable as of April 7, 2020 and (ii) the 424,294 Warrants held by SPG AIV and 22,095 Warrants held by SPG RPV have an exercise price of $4.94 per share and are exercisable as of April 7, 2020. The exercise price and the number of shares of Common Stock issuable upon exercise of the Warrants are subject to customary antidilution adjustments.. The Issuer is not required to effect an exercise of Warrants, if after giving effect to the issuance of Common Stock upon exercise of such Warrants such warrantholder F7 · shares: (Continued from footnote 6) together with its affiliates would beneficially own 49% or more of the Issuer's outstanding Common Stock. The election of a warrantholder to exercise Warrants may be conditioned or contingent upon the occurrence of a specified event or transaction. F10 · price: The Warrants were issued to the Reporting Persons in connection with their purchase of the Series A Preferred Stock at an aggregate purchase price of $1000 per share of Series A Preferred Stock. F6 · derivative.exercise_date: After the Issuer obtains the Stockholder Approval, the Warrants are exercisable at the warrantholder's option at any time, in whole or in part, through April 7, 2025. The 1,272,882 Warrants held by SPG AIV and the 66,284 Warrants held by SPG RPV are convertible into Common Stock according to the following pricing mechanics (i) the 848,588 Warrants held by SPG AIV and 44,189 Warrants held by SPG RPV have an exercise price of $2.96 per share and are exercisable as of April 7, 2020 and (ii) the 424,294 Warrants held by SPG AIV and 22,095 Warrants held by SPG RPV have an exercise price of $4.94 per share and are exercisable as of April 7, 2020. The exercise price and the number of shares of Common Stock issuable upon exercise of the Warrants are subject to customary antidilution adjustments.. The Issuer is not required to effect an exercise of Warrants, if after giving effect to the issuance of Common Stock upon exercise of such Warrants such warrantholder F7 · derivative.exercise_date: (Continued from footnote 6) together with its affiliates would beneficially own 49% or more of the Issuer's outstanding Common Stock. The election of a warrantholder to exercise Warrants may be conditioned or contingent upon the occurrence of a specified event or transaction. F9 · derivative.expiration_date: The right to purchase the Warrants is exercisable at any time or from time to time after receipt of the Approvals for five (5) years, but in no event later than 5:00 p.m., New York City time, April 7, 2025. F3 · derivative.underlying_shares: This form 4 is being filed by and on behalf of each of the following: Ian K. Snow, who serves as the managing member of SPG GP, LLC, the general partner of Snow Phipps Group AIV, L.P., and Snow Phipps Group (RPV), L.P. (Ian K. Snow, collectively, with SPG GP LLC, Snow Phipps Group AIV, L.P. and Snow Phipps Group (RPV), L.P., the "Reporting Persons"). Represents (i) 19,010 share of Series A Preferred Stock and 1,272,882 Warrants held directly by Snow Phipps Group AIV, L.P. and (ii) 990 shares of Series A Preferred Stock and 66,284 Warrants held directly by Snow Phipps Group (RPV), L.P. Other than Snow Phipps Group AIV, L.P. and Snow Phipps Group (RPV), L.P., the Reporting Persons do not themselves directly hold any Warrants or Series A Preferred Stock. F4 · derivative.underlying_shares: The amount shown represents the beneficial ownership held by each of the Reporting Persons as a group. Each of the Reporting Persons disclaims beneficial ownership of the securities to the extent it exceeds their pecuniary interest therein and the inclusion of the Series A Preferred Stock and Warrants in this report shall not be deemed to be an admission of beneficial ownership of the reported Series A Preferred Stock and Warrants for the purposes of Section 16 of the Exchange Act or otherwise. Messrs. Pless and Mantel, each a Partner of SPG GP, LLC and / or one of its affiliates, were appointed to the board of directors of the Issuer as a representative of the Reporting Persons. F5 · derivative.underlying_shares: (Continued from footnote 4) Solely for purposes of Section 16 of the Exchange Act, the Reporting Persons are deemed directors-by-deputization. Information with respect to each Reporting Person is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. F6 · derivative.underlying_shares: After the Issuer obtains the Stockholder Approval, the Warrants are exercisable at the warrantholder's option at any time, in whole or in part, through April 7, 2025. The 1,272,882 Warrants held by SPG AIV and the 66,284 Warrants held by SPG RPV are convertible into Common Stock according to the following pricing mechanics (i) the 848,588 Warrants held by SPG AIV and 44,189 Warrants held by SPG RPV have an exercise price of $2.96 per share and are exercisable as of April 7, 2020 and (ii) the 424,294 Warrants held by SPG AIV and 22,095 Warrants held by SPG RPV have an exercise price of $4.94 per share and are exercisable as of April 7, 2020. The exercise price and the number of shares of Common Stock issuable upon exercise of the Warrants are subject to customary antidilution adjustments.. The Issuer is not required to effect an exercise of Warrants, if after giving effect to the issuance of Common Stock upon exercise of such Warrants such warrantholder F7 · derivative.underlying_shares: (Continued from footnote 6) together with its affiliates would beneficially own 49% or more of the Issuer's outstanding Common Stock. The election of a warrantholder to exercise Warrants may be conditioned or contingent upon the occurrence of a specified event or transaction. F3 · balance_after: This form 4 is being filed by and on behalf of each of the following: Ian K. Snow, who serves as the managing member of SPG GP, LLC, the general partner of Snow Phipps Group AIV, L.P., and Snow Phipps Group (RPV), L.P. (Ian K. Snow, collectively, with SPG GP LLC, Snow Phipps Group AIV, L.P. and Snow Phipps Group (RPV), L.P., the "Reporting Persons"). Represents (i) 19,010 share of Series A Preferred Stock and 1,272,882 Warrants held directly by Snow Phipps Group AIV, L.P. and (ii) 990 shares of Series A Preferred Stock and 66,284 Warrants held directly by Snow Phipps Group (RPV), L.P. Other than Snow Phipps Group AIV, L.P. and Snow Phipps Group (RPV), L.P., the Reporting Persons do not themselves directly hold any Warrants or Series A Preferred Stock. F3 · ownership.direct: This form 4 is being filed by and on behalf of each of the following: Ian K. Snow, who serves as the managing member of SPG GP, LLC, the general partner of Snow Phipps Group AIV, L.P., and Snow Phipps Group (RPV), L.P. (Ian K. Snow, collectively, with SPG GP LLC, Snow Phipps Group AIV, L.P. and Snow Phipps Group (RPV), L.P., the "Reporting Persons"). Represents (i) 19,010 share of Series A Preferred Stock and 1,272,882 Warrants held directly by Snow Phipps Group AIV, L.P. and (ii) 990 shares of Series A Preferred Stock and 66,284 Warrants held directly by Snow Phipps Group (RPV), L.P. Other than Snow Phipps Group AIV, L.P. and Snow Phipps Group (RPV), L.P., the Reporting Persons do not themselves directly hold any Warrants or Series A Preferred Stock. F1 · ownership.nature: Pursuant to a Securities Purchase Agreement, dated as of April 5, 2020, by and between Snow Phipps Group AIV, L.P. ("SPG AIV"), Snow Phipps Group (RPV), L.P. ("SPG RPV"), TOBI III SPE I LLC and Velocity Financial, Inc. (the "Issuer"), SPG AIV and SPG RPV acquired from the Issuer an aggregate of (i) 20,000 newly issued shares of Series A Convertible Preferred Stock, par value $0.01 per share (the "Series A Preferred Stock"), and (ii) warrants to purchase an aggregate of 3,013,125 shares of the Issuer's common stock par value $0.01 ("Common Stock") (the "Warrants"). The Series A Preferred Stock is not convertible and the Warrants are not exercisable until the Issuer obtains stockholder approval as required by applicable NYSE rules ("Stockholder Approval"). After the Issuer obtains Stockholder Approval, the Series A Preferred Stock is convertible into, with respect to each share of Series A Preferred Stock so converted, F2 · ownership.nature: (Continued from footnote 1) the number of shares of Common Stock equal to the then applicable conversion rate (plus cash in lieu of fractional shares, if any) at any time, in whole or in part, at the option of SPG AIV and SPG RPV (or a respective permitted transferee) at an initial conversion price of $3.85 per share of Common Stock. The initial conversion rate for the Series A Preferred Stock is 259.74, and is subject to customary antidilution adjustments. In addition, the Series A Preferred Stock is subject to conversion at the option of the Issuer after October 7, 2021 in accordance with the terms thereof. The Series A Preferred Stock is also subject to repurchase, at the option of SPG AIV and SPG RPV (or a respective permitted transferee), in accordance with the terms thereof. The Series A Preferred Stock has no expiration date. F3 · ownership.nature: This form 4 is being filed by and on behalf of each of the following: Ian K. Snow, who serves as the managing member of SPG GP, LLC, the general partner of Snow Phipps Group AIV, L.P., and Snow Phipps Group (RPV), L.P. (Ian K. Snow, collectively, with SPG GP LLC, Snow Phipps Group AIV, L.P. and Snow Phipps Group (RPV), L.P., the "Reporting Persons"). Represents (i) 19,010 share of Series A Preferred Stock and 1,272,882 Warrants held directly by Snow Phipps Group AIV, L.P. and (ii) 990 shares of Series A Preferred Stock and 66,284 Warrants held directly by Snow Phipps Group (RPV), L.P. Other than Snow Phipps Group AIV, L.P. and Snow Phipps Group (RPV), L.P., the Reporting Persons do not themselves directly hold any Warrants or Series A Preferred Stock. F4 · ownership.nature: The amount shown represents the beneficial ownership held by each of the Reporting Persons as a group. Each of the Reporting Persons disclaims beneficial ownership of the securities to the extent it exceeds their pecuniary interest therein and the inclusion of the Series A Preferred Stock and Warrants in this report shall not be deemed to be an admission of beneficial ownership of the reported Series A Preferred Stock and Warrants for the purposes of Section 16 of the Exchange Act or otherwise. Messrs. Pless and Mantel, each a Partner of SPG GP, LLC and / or one of its affiliates, were appointed to the board of directors of the Issuer as a representative of the Reporting Persons. F5 · ownership.nature: (Continued from footnote 4) Solely for purposes of Section 16 of the Exchange Act, the Reporting Persons are deemed directors-by-deputization. Information with respect to each Reporting Person is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. Read SEC document
April 07, 2020 Filed Apr 9, 2020 19:56 UTC	Velocity Financial, Inc. VEL · Entity 5207	GrantSeries A Convertible Preferred Stock · Derivative	20,000	$1,000.00 Strike: $3.85	$20,000,000.00	Disclosure SEC source: 0000899243-20-010621 · doc4.xml · derivative · entry 1 SPG GP, LLC · CIK 0001696701 · Director · 10% owner Snow Phipps Group AIV, L.P. · CIK 0001798851 · Director · 10% owner Snow Phipps Group (RPV), L.P. · CIK 0001696654 · Director · 10% owner Snow Ian K · CIK 0001327044 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See Footnotes Disclosed balance after: 20,000 Underlying: Common Stock · 5,194,805 shares Expires not disclosed F1 · kind: Pursuant to a Securities Purchase Agreement, dated as of April 5, 2020, by and between Snow Phipps Group AIV, L.P. ("SPG AIV"), Snow Phipps Group (RPV), L.P. ("SPG RPV"), TOBI III SPE I LLC and Velocity Financial, Inc. (the "Issuer"), SPG AIV and SPG RPV acquired from the Issuer an aggregate of (i) 20,000 newly issued shares of Series A Convertible Preferred Stock, par value $0.01 per share (the "Series A Preferred Stock"), and (ii) warrants to purchase an aggregate of 3,013,125 shares of the Issuer's common stock par value $0.01 ("Common Stock") (the "Warrants"). The Series A Preferred Stock is not convertible and the Warrants are not exercisable until the Issuer obtains stockholder approval as required by applicable NYSE rules ("Stockholder Approval"). After the Issuer obtains Stockholder Approval, the Series A Preferred Stock is convertible into, with respect to each share of Series A Preferred Stock so converted, F2 · kind: (Continued from footnote 1) the number of shares of Common Stock equal to the then applicable conversion rate (plus cash in lieu of fractional shares, if any) at any time, in whole or in part, at the option of SPG AIV and SPG RPV (or a respective permitted transferee) at an initial conversion price of $3.85 per share of Common Stock. The initial conversion rate for the Series A Preferred Stock is 259.74, and is subject to customary antidilution adjustments. In addition, the Series A Preferred Stock is subject to conversion at the option of the Issuer after October 7, 2021 in accordance with the terms thereof. The Series A Preferred Stock is also subject to repurchase, at the option of SPG AIV and SPG RPV (or a respective permitted transferee), in accordance with the terms thereof. The Series A Preferred Stock has no expiration date. F1 · shares: Pursuant to a Securities Purchase Agreement, dated as of April 5, 2020, by and between Snow Phipps Group AIV, L.P. ("SPG AIV"), Snow Phipps Group (RPV), L.P. ("SPG RPV"), TOBI III SPE I LLC and Velocity Financial, Inc. (the "Issuer"), SPG AIV and SPG RPV acquired from the Issuer an aggregate of (i) 20,000 newly issued shares of Series A Convertible Preferred Stock, par value $0.01 per share (the "Series A Preferred Stock"), and (ii) warrants to purchase an aggregate of 3,013,125 shares of the Issuer's common stock par value $0.01 ("Common Stock") (the "Warrants"). The Series A Preferred Stock is not convertible and the Warrants are not exercisable until the Issuer obtains stockholder approval as required by applicable NYSE rules ("Stockholder Approval"). After the Issuer obtains Stockholder Approval, the Series A Preferred Stock is convertible into, with respect to each share of Series A Preferred Stock so converted, F2 · shares: (Continued from footnote 1) the number of shares of Common Stock equal to the then applicable conversion rate (plus cash in lieu of fractional shares, if any) at any time, in whole or in part, at the option of SPG AIV and SPG RPV (or a respective permitted transferee) at an initial conversion price of $3.85 per share of Common Stock. The initial conversion rate for the Series A Preferred Stock is 259.74, and is subject to customary antidilution adjustments. In addition, the Series A Preferred Stock is subject to conversion at the option of the Issuer after October 7, 2021 in accordance with the terms thereof. The Series A Preferred Stock is also subject to repurchase, at the option of SPG AIV and SPG RPV (or a respective permitted transferee), in accordance with the terms thereof. The Series A Preferred Stock has no expiration date. F10 · price: The Warrants were issued to the Reporting Persons in connection with their purchase of the Series A Preferred Stock at an aggregate purchase price of $1000 per share of Series A Preferred Stock. F1 · derivative.exercise_date: Pursuant to a Securities Purchase Agreement, dated as of April 5, 2020, by and between Snow Phipps Group AIV, L.P. ("SPG AIV"), Snow Phipps Group (RPV), L.P. ("SPG RPV"), TOBI III SPE I LLC and Velocity Financial, Inc. (the "Issuer"), SPG AIV and SPG RPV acquired from the Issuer an aggregate of (i) 20,000 newly issued shares of Series A Convertible Preferred Stock, par value $0.01 per share (the "Series A Preferred Stock"), and (ii) warrants to purchase an aggregate of 3,013,125 shares of the Issuer's common stock par value $0.01 ("Common Stock") (the "Warrants"). The Series A Preferred Stock is not convertible and the Warrants are not exercisable until the Issuer obtains stockholder approval as required by applicable NYSE rules ("Stockholder Approval"). After the Issuer obtains Stockholder Approval, the Series A Preferred Stock is convertible into, with respect to each share of Series A Preferred Stock so converted, F2 · derivative.exercise_date: (Continued from footnote 1) the number of shares of Common Stock equal to the then applicable conversion rate (plus cash in lieu of fractional shares, if any) at any time, in whole or in part, at the option of SPG AIV and SPG RPV (or a respective permitted transferee) at an initial conversion price of $3.85 per share of Common Stock. The initial conversion rate for the Series A Preferred Stock is 259.74, and is subject to customary antidilution adjustments. In addition, the Series A Preferred Stock is subject to conversion at the option of the Issuer after October 7, 2021 in accordance with the terms thereof. The Series A Preferred Stock is also subject to repurchase, at the option of SPG AIV and SPG RPV (or a respective permitted transferee), in accordance with the terms thereof. The Series A Preferred Stock has no expiration date. F8 · derivative.expiration_date: The Series A Preferred Stock has no stated maturity and will remain outstanding indefinitely unless converted into Common Stock or repurchased and cancelled by the Issuer. F1 · derivative.underlying_shares: Pursuant to a Securities Purchase Agreement, dated as of April 5, 2020, by and between Snow Phipps Group AIV, L.P. ("SPG AIV"), Snow Phipps Group (RPV), L.P. ("SPG RPV"), TOBI III SPE I LLC and Velocity Financial, Inc. (the "Issuer"), SPG AIV and SPG RPV acquired from the Issuer an aggregate of (i) 20,000 newly issued shares of Series A Convertible Preferred Stock, par value $0.01 per share (the "Series A Preferred Stock"), and (ii) warrants to purchase an aggregate of 3,013,125 shares of the Issuer's common stock par value $0.01 ("Common Stock") (the "Warrants"). The Series A Preferred Stock is not convertible and the Warrants are not exercisable until the Issuer obtains stockholder approval as required by applicable NYSE rules ("Stockholder Approval"). After the Issuer obtains Stockholder Approval, the Series A Preferred Stock is convertible into, with respect to each share of Series A Preferred Stock so converted, F2 · derivative.underlying_shares: (Continued from footnote 1) the number of shares of Common Stock equal to the then applicable conversion rate (plus cash in lieu of fractional shares, if any) at any time, in whole or in part, at the option of SPG AIV and SPG RPV (or a respective permitted transferee) at an initial conversion price of $3.85 per share of Common Stock. The initial conversion rate for the Series A Preferred Stock is 259.74, and is subject to customary antidilution adjustments. In addition, the Series A Preferred Stock is subject to conversion at the option of the Issuer after October 7, 2021 in accordance with the terms thereof. The Series A Preferred Stock is also subject to repurchase, at the option of SPG AIV and SPG RPV (or a respective permitted transferee), in accordance with the terms thereof. The Series A Preferred Stock has no expiration date. F3 · derivative.underlying_shares: This form 4 is being filed by and on behalf of each of the following: Ian K. Snow, who serves as the managing member of SPG GP, LLC, the general partner of Snow Phipps Group AIV, L.P., and Snow Phipps Group (RPV), L.P. (Ian K. Snow, collectively, with SPG GP LLC, Snow Phipps Group AIV, L.P. and Snow Phipps Group (RPV), L.P., the "Reporting Persons"). Represents (i) 19,010 share of Series A Preferred Stock and 1,272,882 Warrants held directly by Snow Phipps Group AIV, L.P. and (ii) 990 shares of Series A Preferred Stock and 66,284 Warrants held directly by Snow Phipps Group (RPV), L.P. Other than Snow Phipps Group AIV, L.P. and Snow Phipps Group (RPV), L.P., the Reporting Persons do not themselves directly hold any Warrants or Series A Preferred Stock. F1 · balance_after: Pursuant to a Securities Purchase Agreement, dated as of April 5, 2020, by and between Snow Phipps Group AIV, L.P. ("SPG AIV"), Snow Phipps Group (RPV), L.P. ("SPG RPV"), TOBI III SPE I LLC and Velocity Financial, Inc. (the "Issuer"), SPG AIV and SPG RPV acquired from the Issuer an aggregate of (i) 20,000 newly issued shares of Series A Convertible Preferred Stock, par value $0.01 per share (the "Series A Preferred Stock"), and (ii) warrants to purchase an aggregate of 3,013,125 shares of the Issuer's common stock par value $0.01 ("Common Stock") (the "Warrants"). The Series A Preferred Stock is not convertible and the Warrants are not exercisable until the Issuer obtains stockholder approval as required by applicable NYSE rules ("Stockholder Approval"). After the Issuer obtains Stockholder Approval, the Series A Preferred Stock is convertible into, with respect to each share of Series A Preferred Stock so converted, F2 · balance_after: (Continued from footnote 1) the number of shares of Common Stock equal to the then applicable conversion rate (plus cash in lieu of fractional shares, if any) at any time, in whole or in part, at the option of SPG AIV and SPG RPV (or a respective permitted transferee) at an initial conversion price of $3.85 per share of Common Stock. The initial conversion rate for the Series A Preferred Stock is 259.74, and is subject to customary antidilution adjustments. In addition, the Series A Preferred Stock is subject to conversion at the option of the Issuer after October 7, 2021 in accordance with the terms thereof. The Series A Preferred Stock is also subject to repurchase, at the option of SPG AIV and SPG RPV (or a respective permitted transferee), in accordance with the terms thereof. The Series A Preferred Stock has no expiration date. F3 · balance_after: This form 4 is being filed by and on behalf of each of the following: Ian K. Snow, who serves as the managing member of SPG GP, LLC, the general partner of Snow Phipps Group AIV, L.P., and Snow Phipps Group (RPV), L.P. (Ian K. Snow, collectively, with SPG GP LLC, Snow Phipps Group AIV, L.P. and Snow Phipps Group (RPV), L.P., the "Reporting Persons"). Represents (i) 19,010 share of Series A Preferred Stock and 1,272,882 Warrants held directly by Snow Phipps Group AIV, L.P. and (ii) 990 shares of Series A Preferred Stock and 66,284 Warrants held directly by Snow Phipps Group (RPV), L.P. Other than Snow Phipps Group AIV, L.P. and Snow Phipps Group (RPV), L.P., the Reporting Persons do not themselves directly hold any Warrants or Series A Preferred Stock. F3 · ownership.direct: This form 4 is being filed by and on behalf of each of the following: Ian K. Snow, who serves as the managing member of SPG GP, LLC, the general partner of Snow Phipps Group AIV, L.P., and Snow Phipps Group (RPV), L.P. (Ian K. Snow, collectively, with SPG GP LLC, Snow Phipps Group AIV, L.P. and Snow Phipps Group (RPV), L.P., the "Reporting Persons"). Represents (i) 19,010 share of Series A Preferred Stock and 1,272,882 Warrants held directly by Snow Phipps Group AIV, L.P. and (ii) 990 shares of Series A Preferred Stock and 66,284 Warrants held directly by Snow Phipps Group (RPV), L.P. Other than Snow Phipps Group AIV, L.P. and Snow Phipps Group (RPV), L.P., the Reporting Persons do not themselves directly hold any Warrants or Series A Preferred Stock. F1 · ownership.nature: Pursuant to a Securities Purchase Agreement, dated as of April 5, 2020, by and between Snow Phipps Group AIV, L.P. ("SPG AIV"), Snow Phipps Group (RPV), L.P. ("SPG RPV"), TOBI III SPE I LLC and Velocity Financial, Inc. (the "Issuer"), SPG AIV and SPG RPV acquired from the Issuer an aggregate of (i) 20,000 newly issued shares of Series A Convertible Preferred Stock, par value $0.01 per share (the "Series A Preferred Stock"), and (ii) warrants to purchase an aggregate of 3,013,125 shares of the Issuer's common stock par value $0.01 ("Common Stock") (the "Warrants"). The Series A Preferred Stock is not convertible and the Warrants are not exercisable until the Issuer obtains stockholder approval as required by applicable NYSE rules ("Stockholder Approval"). After the Issuer obtains Stockholder Approval, the Series A Preferred Stock is convertible into, with respect to each share of Series A Preferred Stock so converted, F2 · ownership.nature: (Continued from footnote 1) the number of shares of Common Stock equal to the then applicable conversion rate (plus cash in lieu of fractional shares, if any) at any time, in whole or in part, at the option of SPG AIV and SPG RPV (or a respective permitted transferee) at an initial conversion price of $3.85 per share of Common Stock. The initial conversion rate for the Series A Preferred Stock is 259.74, and is subject to customary antidilution adjustments. In addition, the Series A Preferred Stock is subject to conversion at the option of the Issuer after October 7, 2021 in accordance with the terms thereof. The Series A Preferred Stock is also subject to repurchase, at the option of SPG AIV and SPG RPV (or a respective permitted transferee), in accordance with the terms thereof. The Series A Preferred Stock has no expiration date. F3 · ownership.nature: This form 4 is being filed by and on behalf of each of the following: Ian K. Snow, who serves as the managing member of SPG GP, LLC, the general partner of Snow Phipps Group AIV, L.P., and Snow Phipps Group (RPV), L.P. (Ian K. Snow, collectively, with SPG GP LLC, Snow Phipps Group AIV, L.P. and Snow Phipps Group (RPV), L.P., the "Reporting Persons"). Represents (i) 19,010 share of Series A Preferred Stock and 1,272,882 Warrants held directly by Snow Phipps Group AIV, L.P. and (ii) 990 shares of Series A Preferred Stock and 66,284 Warrants held directly by Snow Phipps Group (RPV), L.P. Other than Snow Phipps Group AIV, L.P. and Snow Phipps Group (RPV), L.P., the Reporting Persons do not themselves directly hold any Warrants or Series A Preferred Stock. F4 · ownership.nature: The amount shown represents the beneficial ownership held by each of the Reporting Persons as a group. Each of the Reporting Persons disclaims beneficial ownership of the securities to the extent it exceeds their pecuniary interest therein and the inclusion of the Series A Preferred Stock and Warrants in this report shall not be deemed to be an admission of beneficial ownership of the reported Series A Preferred Stock and Warrants for the purposes of Section 16 of the Exchange Act or otherwise. Messrs. Pless and Mantel, each a Partner of SPG GP, LLC and / or one of its affiliates, were appointed to the board of directors of the Issuer as a representative of the Reporting Persons. F5 · ownership.nature: (Continued from footnote 4) Solely for purposes of Section 16 of the Exchange Act, the Reporting Persons are deemed directors-by-deputization. Information with respect to each Reporting Person is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. Read SEC document
April 23, 2018 Filed Apr 25, 2018 21:25 UTC	LAUREATE EDUCATION, INC. LAUR · Entity 1751	Disposition to issuerConvertible Redeemable Preferred Stock, Series A · Derivative	0	$0.00 Strike: $11.72	$0.00	Disclosure SEC source: 0001140361-18-019580 · form4.xml · derivative · entry 2 SPG GP, LLC · CIK 0001696701 · Director · 10% owner Snow Phipps Group, L.P. · CIK 0001696790 · Director · 10% owner SPG Co-Investment, L.P. · CIK 0001696702 · Director · 10% owner Snow Phipps Group (Offshore), L.P. · CIK 0001696660 · Director · 10% owner Snow Phipps Group (RPV), L.P. · CIK 0001696654 · Director · 10% owner Snow Phipps Group (B), L.P. · CIK 0001696783 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See Footnotes Disclosed balance after: 0 Underlying: Class A Common Stock · 1,260,504 shares Expires not disclosed F1 · kind: On April 23, 2018, the 13,700, 45, 131, 442, and 712 shares of Convertible Redeemable Preferred Stock, Series A (the "Series A Preferred Stock") of Laureate Education, Inc. (the "Issuer") held by Snow Phipps Group, L.P., SPG Co-Investment, L.P., Snow Phipps Group (B), L.P., Snow Phipps Group (Offshore), L.P., and Snow Phipps Group (RPV), L.P., respectively, automatically converted into 1,236,719, 4,071, 11,880, 39,972, and 64,400 shares of Class A Common Stock, par value $0.004 per share ("Class A Common Stock"), of the Issuer, respectively, based on an initial liquidation preference value of $1,000 per share plus accrued and unpaid dividends and a conversion price of approximately $11.72. F1 · shares: On April 23, 2018, the 13,700, 45, 131, 442, and 712 shares of Convertible Redeemable Preferred Stock, Series A (the "Series A Preferred Stock") of Laureate Education, Inc. (the "Issuer") held by Snow Phipps Group, L.P., SPG Co-Investment, L.P., Snow Phipps Group (B), L.P., Snow Phipps Group (Offshore), L.P., and Snow Phipps Group (RPV), L.P., respectively, automatically converted into 1,236,719, 4,071, 11,880, 39,972, and 64,400 shares of Class A Common Stock, par value $0.004 per share ("Class A Common Stock"), of the Issuer, respectively, based on an initial liquidation preference value of $1,000 per share plus accrued and unpaid dividends and a conversion price of approximately $11.72. F4 · shares: The Series A Preferred Stock was convertible into Class A Common Stock, among other things, at the option of the Issuer or the holder at any time commencing one day following the first anniversary of the initial public offering of the Issuer and automatically following such date in connection with the effectiveness of a registration statement that permits holders of Series A Preferred Stock to sell the underlying Class A Common Stock received upon conversion, in each case, subject to all the terms and conditions as set forth in the Certificate of Designations of the Series A Preferred Stock (the "Certificate of Designations"), and was redeemable at the option of the Issuer upon certain circumstances set forth in the Certificate of Designations. F1 · derivative.exercise_date: On April 23, 2018, the 13,700, 45, 131, 442, and 712 shares of Convertible Redeemable Preferred Stock, Series A (the "Series A Preferred Stock") of Laureate Education, Inc. (the "Issuer") held by Snow Phipps Group, L.P., SPG Co-Investment, L.P., Snow Phipps Group (B), L.P., Snow Phipps Group (Offshore), L.P., and Snow Phipps Group (RPV), L.P., respectively, automatically converted into 1,236,719, 4,071, 11,880, 39,972, and 64,400 shares of Class A Common Stock, par value $0.004 per share ("Class A Common Stock"), of the Issuer, respectively, based on an initial liquidation preference value of $1,000 per share plus accrued and unpaid dividends and a conversion price of approximately $11.72. F4 · derivative.exercise_date: The Series A Preferred Stock was convertible into Class A Common Stock, among other things, at the option of the Issuer or the holder at any time commencing one day following the first anniversary of the initial public offering of the Issuer and automatically following such date in connection with the effectiveness of a registration statement that permits holders of Series A Preferred Stock to sell the underlying Class A Common Stock received upon conversion, in each case, subject to all the terms and conditions as set forth in the Certificate of Designations of the Series A Preferred Stock (the "Certificate of Designations"), and was redeemable at the option of the Issuer upon certain circumstances set forth in the Certificate of Designations. F1 · derivative.expiration_date: On April 23, 2018, the 13,700, 45, 131, 442, and 712 shares of Convertible Redeemable Preferred Stock, Series A (the "Series A Preferred Stock") of Laureate Education, Inc. (the "Issuer") held by Snow Phipps Group, L.P., SPG Co-Investment, L.P., Snow Phipps Group (B), L.P., Snow Phipps Group (Offshore), L.P., and Snow Phipps Group (RPV), L.P., respectively, automatically converted into 1,236,719, 4,071, 11,880, 39,972, and 64,400 shares of Class A Common Stock, par value $0.004 per share ("Class A Common Stock"), of the Issuer, respectively, based on an initial liquidation preference value of $1,000 per share plus accrued and unpaid dividends and a conversion price of approximately $11.72. F4 · derivative.expiration_date: The Series A Preferred Stock was convertible into Class A Common Stock, among other things, at the option of the Issuer or the holder at any time commencing one day following the first anniversary of the initial public offering of the Issuer and automatically following such date in connection with the effectiveness of a registration statement that permits holders of Series A Preferred Stock to sell the underlying Class A Common Stock received upon conversion, in each case, subject to all the terms and conditions as set forth in the Certificate of Designations of the Series A Preferred Stock (the "Certificate of Designations"), and was redeemable at the option of the Issuer upon certain circumstances set forth in the Certificate of Designations. F1 · derivative.underlying_shares: On April 23, 2018, the 13,700, 45, 131, 442, and 712 shares of Convertible Redeemable Preferred Stock, Series A (the "Series A Preferred Stock") of Laureate Education, Inc. (the "Issuer") held by Snow Phipps Group, L.P., SPG Co-Investment, L.P., Snow Phipps Group (B), L.P., Snow Phipps Group (Offshore), L.P., and Snow Phipps Group (RPV), L.P., respectively, automatically converted into 1,236,719, 4,071, 11,880, 39,972, and 64,400 shares of Class A Common Stock, par value $0.004 per share ("Class A Common Stock"), of the Issuer, respectively, based on an initial liquidation preference value of $1,000 per share plus accrued and unpaid dividends and a conversion price of approximately $11.72. F5 · derivative.underlying_shares: Each share of Series A Preferred Stock was convertible into a number of shares of Class A Common Stock equal to the $1,000 issue amount per share plus any accrued and unpaid dividends divided by a conversion price that is the lesser of $11.90 per share or 0.85 multiplied by the 30 day trailing price per share of the Class A Common Stock prior to the conversion date, provided that in no case would the conversion price be less than $10.50, or, in connection with certain events related to a change in control of the Issuer or Wengen Alberta, Limited Partnership (the majority shareholder of the Issuer), into a number of shares of Class A Common Stock equal to the $1,000 issue amount per share plus any accrued and unpaid dividends divided by a conversion price equal to 0.85 multiplied by the implied equity value per share of Class A Common Stock at the closing of such transaction, in each case, subject to all other terms and conditions as set forth in the Certificate of Designations. F6 · derivative.underlying_shares: Dividends on the Series A Preferred Stock accrued at a rate of 10% per annum, payable quarterly at the Issuer's sole option, in cash or through an increase in the liquidation preference. Dividends accrued on the Series A Preferred Stock for each of the first two quarters following the issue date and for the period from the most recent dividend payment date through the conversion date, resulting in an increase in the Series A Preferred Stock liquidation preference. F2 · ownership.nature: SPG GP, LLC is the general partner of Snow Phipps Group, L.P., SPG Co-Investment, L.P., Snow Phipps Group (B), L.P., Snow Phipps Group (Offshore), L.P., and Snow Phipps Group (RPV), L.P. (collectively, with SPG GP LLC, the "Reporting Persons"). Represents the beneficial ownership of the Class A Common Stock as follows: (i) Snow Phipps Group, L.P. holds 1,236,719 shares, (ii) SPG Co-Investment, L.P. holds 4,071 shares, (iii) Snow Phipps Group (B), L.P. holds 11,880 shares, (iv) Snow Phipps Group (Offshore), L.P. holds 39,972 shares, and (v) Snow Phipps Group (RPV), L.P. holds 64,400 shares. F3 · ownership.nature: Each of the Reporting Persons disclaims beneficial ownership of the securities to the extent it exceeds their pecuniary interest therein and the inclusion of the shares in this report shall not be deemed to be an admission of beneficial ownership of the reported shares for the purposes of Section 16 of the Exchange Act or otherwise. The amount shown represents the beneficial ownership held by each of the Reporting Persons as a group. Solely for purposes of Section 16 of the Exchange Act, SPG GP, LLC, Snow Phipps Group (Offshore), L.P., Snow Phipps Group (B), L.P., Snow Phipps Group, L.P., Snow Phipps Group (RPV), L.P., and SPG Co-Investment, L.P. are deemed directors-by-deputization. Information with respect to each Reporting Person is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. Read SEC document
April 23, 2018 Filed Apr 25, 2018 21:25 UTC	LAUREATE EDUCATION, INC. LAUR · Entity 1751	GrantClass A Common Stock	1,357,042	$11.72	$15,904,532.24	Disclosure SEC source: 0001140361-18-019580 · form4.xml · nonDerivative · entry 1 SPG GP, LLC · CIK 0001696701 · Director · 10% owner Snow Phipps Group, L.P. · CIK 0001696790 · Director · 10% owner SPG Co-Investment, L.P. · CIK 0001696702 · Director · 10% owner Snow Phipps Group (Offshore), L.P. · CIK 0001696660 · Director · 10% owner Snow Phipps Group (RPV), L.P. · CIK 0001696654 · Director · 10% owner Snow Phipps Group (B), L.P. · CIK 0001696783 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See Footnotes Disclosed balance after: 1,357,042 F1 · kind: On April 23, 2018, the 13,700, 45, 131, 442, and 712 shares of Convertible Redeemable Preferred Stock, Series A (the "Series A Preferred Stock") of Laureate Education, Inc. (the "Issuer") held by Snow Phipps Group, L.P., SPG Co-Investment, L.P., Snow Phipps Group (B), L.P., Snow Phipps Group (Offshore), L.P., and Snow Phipps Group (RPV), L.P., respectively, automatically converted into 1,236,719, 4,071, 11,880, 39,972, and 64,400 shares of Class A Common Stock, par value $0.004 per share ("Class A Common Stock"), of the Issuer, respectively, based on an initial liquidation preference value of $1,000 per share plus accrued and unpaid dividends and a conversion price of approximately $11.72. F1 · price: On April 23, 2018, the 13,700, 45, 131, 442, and 712 shares of Convertible Redeemable Preferred Stock, Series A (the "Series A Preferred Stock") of Laureate Education, Inc. (the "Issuer") held by Snow Phipps Group, L.P., SPG Co-Investment, L.P., Snow Phipps Group (B), L.P., Snow Phipps Group (Offshore), L.P., and Snow Phipps Group (RPV), L.P., respectively, automatically converted into 1,236,719, 4,071, 11,880, 39,972, and 64,400 shares of Class A Common Stock, par value $0.004 per share ("Class A Common Stock"), of the Issuer, respectively, based on an initial liquidation preference value of $1,000 per share plus accrued and unpaid dividends and a conversion price of approximately $11.72. F2 · ownership.nature: SPG GP, LLC is the general partner of Snow Phipps Group, L.P., SPG Co-Investment, L.P., Snow Phipps Group (B), L.P., Snow Phipps Group (Offshore), L.P., and Snow Phipps Group (RPV), L.P. (collectively, with SPG GP LLC, the "Reporting Persons"). Represents the beneficial ownership of the Class A Common Stock as follows: (i) Snow Phipps Group, L.P. holds 1,236,719 shares, (ii) SPG Co-Investment, L.P. holds 4,071 shares, (iii) Snow Phipps Group (B), L.P. holds 11,880 shares, (iv) Snow Phipps Group (Offshore), L.P. holds 39,972 shares, and (v) Snow Phipps Group (RPV), L.P. holds 64,400 shares. F3 · ownership.nature: Each of the Reporting Persons disclaims beneficial ownership of the securities to the extent it exceeds their pecuniary interest therein and the inclusion of the shares in this report shall not be deemed to be an admission of beneficial ownership of the reported shares for the purposes of Section 16 of the Exchange Act or otherwise. The amount shown represents the beneficial ownership held by each of the Reporting Persons as a group. Solely for purposes of Section 16 of the Exchange Act, SPG GP, LLC, Snow Phipps Group (Offshore), L.P., Snow Phipps Group (B), L.P., Snow Phipps Group, L.P., Snow Phipps Group (RPV), L.P., and SPG Co-Investment, L.P. are deemed directors-by-deputization. Information with respect to each Reporting Person is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. Read SEC document

Value uses the disclosed total when available, otherwise shares × reported transaction price. It is not an estimate of exercise cash cost or investment performance.