Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
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Velocity Financial, Inc. (Name of Issuer) |
Common Stock, par value $0.01 per share (Title of Class of Securities) |
92262D101 (CUSIP Number) |
Pacific Investment Mgmt Co LLC 650 Newport Center Drive, Newport Beach, CA, 92660 (949) 720-6000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
05/01/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 92262D101 |
| 1 |
Name of reporting person
Pacific Investment Management Company LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
12,637,764.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
33.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA, OO |
Comment for Type of Reporting Person:
The number of shares outstanding for purposes of this percentage calculation assumes (i) 36,491,520 outstanding shares of the Issuer's Common Stock as of April 30, 2025 as reported by the Issuer in its Quarterly Report on Form 10-Q for the period ended March 31, 2025, filed with the Securities and Exchange Commission on May 1, 2025, plus (ii) 1,673,958 shares issued to the Reporting Persons on exercise of the Warrants.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.01 per share | |
| (b) | Name of Issuer:
Velocity Financial, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
2945 Townsgate Road, Suite 110, Westlake Village,
CALIFORNIA
, 91361. | |
Item 1 Comment:
The statement on Schedule 13D filed on April 14, 2020 (the "Original Schedule 13D"), relating to the common stock, par value $0.01 per share (the "Common Stock"), of Velocity Financial, Inc. (the "Issuer"), a Delaware corporation, (as amended by Amendment No. 1 to Schedule 13D filed on October 12, 2021 ("Amendment No. 1"), by Amendment No. 2 to Schedule 13D filed on July 14, 2023 ("Amendment No. 2"), by Amendment No. 3 to Schedule 13D filed on July 22, 2024 ("Amendment No. 3), by Amendment No. 4 to the Schedule 13D filed on July 23, 2024 ("Amendment No. 4"), by Amendment No. 5 to the Schedule 13D filed on March 10, 2025 ("Amendment No. 5"), and by Amendment No. 6 to the Schedule 13D filed on April 16, 2025 ("Amendment No. 6" and together with the Original Schedule 13D and Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4 and Amendment No. 5, the "Schedule 13D") is hereby amended as set forth below by this Amendment No. 7 to the Schedule 13D. Except as specifically provided herein, this Amendment No. 7 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings assigned to such terms in the Schedule 13D. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Schedule 13D is supplemented by adding the following: The information set forth in Item 4 is incorporated herein by reference. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is supplemented by adding the following: WARRANT EXERCISE As previously disclosed, on April 5, 2020, the Reporting Person acquired the Warrants, which were exercisable at an exercise price of $2.96 per share of Common Stock, with respect to two-thirds of the Warrants (or the right to purchase 1,115,972 shares of Common Stock), and at an exercise price of $4.94 per share of Common Stock, with respect to the other one-third of the Warrants (or the right to purchase 557,986 shares of Common Stock). On March 6, 2025, the expiration date of the Warrants was extended from April 7, 2025 to May 7, 2025. On May 1, 2025, the Warrants were exercised in full for cash. GENERAL The Reporting Person may, depending on market conditions, an evaluation of the business and the prospects of the Issuer and other factors, in its sole discretion, purchase additional shares of Common Stock, or other securities convertible into or exchangeable for shares of Common Stock, or retain or dispose of shares of Common Stock from time to time in the open market, in privately negotiated transactions or otherwise. The Reporting Person intends to evaluate on an ongoing basis its investment in the Issuer and its options with respect to such investment. The Reporting Person may, subject to applicable regulatory requirements, if any, engage in discussions or take other actions concerning the business, operations, assets, governance, strategy and future plans of the Issuer, which discussions or actions may include proposing or considering one or more of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D, including: extraordinary corporate transactions such as a merger, reorganization or take-private transaction that could result in the de-listing or de-registration of the Common Stock; security offerings and/or stock repurchases by the Issuer; sales or acquisitions of assets or businesses; changes to the capitalization or dividend policy of the Issuer; or other material changes to the Issuer's business or corporate structure, including changes in management or the composition of the Board. The Reporting Persons may retain consultants and advisors and communicate with other securityholders, management, the Board, sources of capital and/or other third parties regarding the Issuer and any or all of the foregoing. The Reporting Persons may explore, develop and/or make plans and/or proposals (whether preliminary or final) with respect to the foregoing, including prior to forming an intention to engage in such plans and/or make such proposals. The Reporting Persons, in connection with any such discussions, may enter into one or more confidentiality agreements and may enter into voting agreements, or other similar agreements. Other than as described above, the Reporting Person does not currently have any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a)-(j) of Schedule 13D, although, depending on the factors discussed herein, the Reporting Person may change its purpose or formulate different plans or proposals with respect thereto at any time. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Items 11 and 13 of the cover page of this Schedule 13D are incorporated herein by reference. | |
| (b) | Items 7 through 10 of the cover page of this Schedule 13D are incorporated herein by reference. | |
| (c) | Except to the extent reported in this Schedule 13D, the Reporting Person has not engaged in any transactions in the Common Stock during the past sixty days. | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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