| Item 1. | |
| (a) | Name of issuer:
Hippo Holdings Inc. |
| (b) | Address of issuer's principal executive offices:
150 FOREST AVENUE, 150 FOREST AVENUE, PALO ALTO, CALIFORNIA, 94301. |
| Item 2. | |
| (a) | Name of person filing:
Thomas B. Akin
Talkot Fund LP
Talkot Partners V LP
Akin Family Foundation
Blair Spencer Akin
Karen Hochster
Kyle Akin |
| (b) | Address or principal business office or, if none, residence:
30 Liberty Ship Way Suite 3110 Sausalito, CA 94965 |
| (c) | Citizenship:
CA |
| (d) | Title of class of securities:
Common Stock |
| (e) | CUSIP No.:
433539103 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
|
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
|
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
|
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
|
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
|
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
|
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
|
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
|
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
|
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
|
| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
Thomas B. Akin, Talkot Fund LP, Talkot Partners V LP, Akin Family Foundation, Blair Spencer Akin, Karen Hochster, and Kyle Akin beneficially own 1,909,195 shares of Common Stock. Of such 1,909,195 shares of Common Stock, Thomas B. Akin directly beneficially owns 959,080 shares of Common Stock, Talkot Fund LP directly beneficially owns 665,402 shares of Common Stock, Talkot Partners V LP directly beneficially owns 7,412 shares of Common Stock, Akin Family Foundation directly beneficially owns 87,500 shares of Common Stock, Blair Spencer Akin directly beneficially owns 119,500 shares of Common Stock, Karen Hochster directly beneficially owns 30,301 shares of Common Stock, and Kyle Akin directly beneficially owns 40,00 shares of Common Stock |
| (b) | Percent of class:
7.22%
The percentage is based on 25,232,297 shares of Common Stock issued and outstanding as of November 4, 2024, as reported in form 10Q filed with the Securities and Exchange Commission (the "Commission") on November 8, 2024 |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
0
|
| | (ii) Shared power to vote or to direct the vote:
1,909,195
|
| | (iii) Sole power to dispose or to direct the disposition of:
0
|
| | (iv) Shared power to dispose or to direct the disposition of:
1,909,195
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
| |
Not Applicable
|
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
| |
Not Applicable
|
| Item 8. | Identification and Classification of Members of the Group. |
| |
Not Applicable
|
| Item 9. | Notice of Dissolution of Group. |
| |
Not Applicable
|
Rule 13d-1(c)