Form 4 for VEL Velocity Financial, Inc.
Accepted 2025-03-31 00:00:00 ET · period of report 2025-03-27 · accession 0001140361-25-011426 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DI | 2025-03-31 | 2025-03-27 | VEL | Snow Phipps Group AIV, L.P. | Dir, 10% | F - Tax | $18.73 | -258.8K | 13.35M | -2% | -$4.85M |
| DMI | 2025-03-31 | 2025-03-27 | VEL | Snow Phipps Group AIV, L.P. | Dir, 10% | M - OptEx | $3.62 | +1.34M | 13.17M | +11% | +$4.85M |
| DMI | 2025-03-31 | 2025-03-27 | VEL | Snow Phipps Group AIV, L.P. | Dir, 10% | M - OptEx | — | -1.34M | 0 | -100% | — |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Common Stock | 2025-03-27 | F | D | 258,828 | $18.73 | 13,353,103 | I Notes | — | — | (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"). (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. (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. |
| 2 | Common | Common Stock | 2025-03-27 | M | A | 446,389 | $4.94 | 13,611,931 | I Notes | — | — | (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"). (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. (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. |
| 3 | Common | Common Stock | 2025-03-27 | M | A | 892,777 | $2.96 | 13,165,542 | I Notes | — | — | (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"). (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. (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. |
| 4 | Derivative | Private Placement Warrant (right to buy) | 2025-03-27 | M | D | 892,777 | — | 0 | I Notes | $2.96 · 2020-08-13 to 2025-05-07 | 892,777 Common Stock | (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. |
| 5 | Derivative | Private Placement Warrant (right to buy) | 2025-03-27 | M | D | 446,389 | — | 0 | I Notes | $4.94 · 2020-08-13 to 2025-05-07 | 446,389 Common Stock | (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. |