MARKEL GROUP INC. - 02 Dec 2021 Form 3 Insider Report for Hagerty, Inc. (HGTY)

Role: 10%+ Owner
Signature: /s/ Richard R. Grinnan, Senior Vice President, Chief Legal Officer and Secretary
Issuer symbol: HGTY
Transactions as of: 02 Dec 2021
Net transactions value: $0
Form type: 3
Filing time: 10 Dec 2021, 15:37:44 UTC
Next filing: 27 Jun 2023
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	HGTY	Class A Common Stock						3,000,000	02 Dec 2021	Direct

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	HGTY	Class V Common Stock							02 Dec 2021	Class A Common Stock	75,000,000		Direct	F1
holding	HGTY	Warrants to purchase Class A Common Stock							02 Dec 2021	Class A Common Stock	540,000	$11.50	Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Each share of Class V Common Stock is paired with one unit of limited liability company interest of The Hagerty Group, LLC (each, an "OpCo Unit" and, together with each corresponding share of Class V Common Stock, a "Paired Interest"). Each Paired Interest has no expiration date and is exchangeable, at the option of the holder, on a one-for-one basis for a share of Class A Common Stock of the Issuer or, at the option of the Issuer, an equivalent value in cash, pursuant to the Exchange Agreement dated December 2, 2021, among the Reporting Person, The Hagerty Group, LLC, Hagerty Holding Corp. and the Issuer. Each share of Class V Common Stock has no incidents of economic ownership and has ten (10) votes per share until the earlier of (i) December 2, 2036, and (ii) transfer to a non-qualified transferee, after which it has one (1) vote per share.
F2	These warrants are exercisable on a cashless basis any time prior to expiration. Once the warrants become exercisable, the Issuer may redeem, at a price of $0.01 per warrant, any whole warrants outstanding after a 30-day notice period for cash if the closing price of the Class A Common Stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period.

Content

Each share of Class V Common Stock is paired with one unit of limited liability company interest of The Hagerty Group, LLC (each, an "OpCo Unit" and, together with each corresponding share of Class V Common Stock, a "Paired Interest"). Each Paired Interest has no expiration date and is exchangeable, at the option of the holder, on a one-for-one basis for a share of Class A Common Stock of the Issuer or, at the option of the Issuer, an equivalent value in cash, pursuant to the Exchange Agreement dated December 2, 2021, among the Reporting Person, The Hagerty Group, LLC, Hagerty Holding Corp. and the Issuer. Each share of Class V Common Stock has no incidents of economic ownership and has ten (10) votes per share until the earlier of (i) December 2, 2036, and (ii) transfer to a non-qualified transferee, after which it has one (1) vote per share.

These warrants are exercisable on a cashless basis any time prior to expiration. Once the warrants become exercisable, the Issuer may redeem, at a price of $0.01 per warrant, any whole warrants outstanding after a 30-day notice period for cash if the closing price of the Class A Common Stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period.