FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response...
0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

MARKEL GROUP INC.
2. Issuer Name and Ticker or Trading Symbol

Hagerty, Inc. [ HGTY ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    __X__ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

4521 HIGHWOODS PARKWAY
3. Date of Earliest Transaction (MM/DD/YYYY)

6/23/2023
(Street)

GLEN ALLEN, VA 23060
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)        (State)        (Zip)
Rule 10b5-1(c) Transaction Indication
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Series A Preferred Stock  (1)6/23/2023  P   1590668 (1)   6/23/2023  (2)(3)Class A Common Stock 1590668 (1)$9.43 1590668 (1)D  

Explanation of Responses:
(1) Each share of Series A Preferred Stock is exchangeable, at the holder's option, into shares of the Issuer's Class A Common Stock at an initial ratio of 1.25 shares of Series A Preferred Stock for 1 share of Class A Common Stock (the Conversion Rate). Dividends on Series A Preferred Stock are cumulative and accrue from the date of issuance at a rate per annum of 7.0% of the per share purchase price of Series A Preferred Stock ($9.43), plus the amount of previously accrued dividends, compounded annually (Accruing Dividends). The Issuer may elect to pay Accruing Dividends either in cash or additional shares of Series A Preferred Stock. Prior to the third anniversary of June 23, 2023 (the Closing), Series A Preferred Stock will participate on an as converted basis in dividends declared and paid on Class A Common Stock. Series A Preferred Stock votes together with Class A Common Stock on an as-converted basis (one vote per share), and not as a separate class.
(2) Series A Preferred Stock has no expiration date, but the Issuer has the option to require that all or any portion of the then-outstanding shares of Series A Preferred Stock be converted into Class A Common Stock at the Conversion Rate: (i) on or after the third anniversary of the Closing and prior to the seventh anniversary of the Closing, if the closing price of Class A Common Stock (the Closing Price) exceeds 150% of the Conversion Price (as defined in this footnote 2) for at least 20 out of 30 consecutive trading days; (ii) on or after the seventh anniversary of the Closing and prior to the tenth anniversary of the Closing, if the Closing Price exceeds 100% of the Conversion Price for at least 20 out of 30 consecutive trading days; or (iii) on the tenth anniversary of the Closing. The "Conversion Price" is the per share purchase price of Series A Preferred Stock ($9.43) multiplied by the Conversion Rate (initially, $11.79).
(3) The Issuer also has certain redemption rights with respect to Series A Preferred Stock, including in connection with (i) a change of control transaction (a Change of Control), (ii) an acquisition by the Issuer with a transaction value of at least $500.0 million or any equity or debt financing by the Issuer that raises at least $500.0 million (a Fundamental Transaction), or (iii) otherwise after the fifth anniversary of the Closing, as described further in the Certificate of Designations, Preferences and Rights of the Series A Preferred Stock. Each holder of Series A Preferred Stock, including the Reporting Person, may, individually, require the Issuer to redeem all or any portion of its Series A Preferred Stock in connection with a Change of Control or a Fundamental Transaction.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
MARKEL GROUP INC.
4521 HIGHWOODS PARKWAY
GLEN ALLEN, VA 23060

X


Signatures
/s/ Richard R. Grinnan, Senior Vice President, Chief Legal Officer and Secretary6/27/2023
**Signature of Reporting PersonDate


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
Aldel Financial (NYSE:ADF)
Historical Stock Chart
Von Apr 2024 bis Mai 2024 Click Here for more Aldel Financial Charts.
Aldel Financial (NYSE:ADF)
Historical Stock Chart
Von Mai 2023 bis Mai 2024 Click Here for more Aldel Financial Charts.