Filing Details
- Accession Number:
- 0001140361-25-030584
- Form Type:
- 13D Filing
- Publication Date:
- 2025-08-11 20:00:00
- Filed By:
- SPG GP, LLC
- Company:
- Velocity Financial Inc. (NYSE:VEL)
- Filing Date:
- 2025-08-12
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| SPG GP, LLC | 0 | 13,353,103 | 0 | 13,353,103 | 13,353,103 | 34.7% |
| Ian K. Snow | 0 | 13,353,103 | 0 | 13,353,103 | 13,353,103 | 34.7% |
| Snow Phipps Group AIV, L.P. | 0 | 12,339,174 | 0 | 12,339,174 | 12,339,174 | 32.1% |
| Snow Phipps Group (RPV), L.P. | 0 | 642,654 | 0 | 642,654 | 642,654 | 1.7% |
| Snow Phipps Group (B), L.P. | 0 | 61,719 | 0 | 61,719 | 61,719 | 0.2% |
| Snow Phipps Group AIV (Offshore), L.P. | 0 | 260,705 | 0 | 260,705 | 260,705 | 0.7% |
| SPG Co-Investment, L.P. | 0 | 48,851 | 0 | 48,851 | 48,851 | 0.1% |
Filing
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
|
Velocity Financial, Inc. (Name of Issuer) |
Common Stock, $0.01 par value (Title of Class of Securities) |
92262D101 (CUSIP Number) |
Ian K. Snow SPG GP, LLC, 545 Madison Ave., 10th Floor New York, NY, 10022 (212) 508-3300 Doug Warner, Esq. Weil, Gotshal & Manges LLP, 767 Fifth Avenue New York, NY, 10153 (212) 310-8000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/08/2025 (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
|
| CUSIP No. | 92262D101 |
| 1 |
Name of reporting person
SPG GP, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 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)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
13,353,103.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
34.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Rows 8, 10 and 11: Represents shares of Common Stock owned by 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") in the aggregate (collectively, the "SPG Fund Entities"). SPG GP, LLC (the "General Partner") is the general partner of each of the SPG Fund Entities, and Ian K. Snow serves as the managing member of the General Partner.
Row 13: Calculation of the percent is based on 38,438,579 shares of Common Stock outstanding as of July 31, 2025, as disclosed by the Issuer in its Form 10-Q filed on August 8, 2025, with the SEC (the "Outstanding Common Stock").
SCHEDULE 13D
|
| CUSIP No. | 92262D101 |
| 1 |
Name of reporting person
Ian K. Snow | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 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)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
13,353,103.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
34.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Rows 8, 10 and 11: Represents shares of Common Stock owned by the SPG Fund Entities in the aggregate. Ian K. Snow serves as the managing member of the General Partner for each of the SPG Fund Entities.
Row 13: Calculation of the percent is based on the Outstanding Common Stock
SCHEDULE 13D
|
| CUSIP No. | 92262D101 |
| 1 |
Name of reporting person
Snow Phipps Group AIV, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 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)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
12,339,174.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
32.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Rows 8, 10 and 11: Represents shares of Common Stock owned by the Reporting Person.
Row 13: Calculation of the percent is based on the Outstanding Common Stock.
SCHEDULE 13D
|
| CUSIP No. | 92262D101 |
| 1 |
Name of reporting person
Snow Phipps Group (RPV), L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 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)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
642,654.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Rows 8, 10 and 11: Represents shares of Common Stock owned by the Reporting Person.
Row 13: Calculation of the percent is based on the Outstanding Common Stock.
SCHEDULE 13D
|
| CUSIP No. | 92262D101 |
| 1 |
Name of reporting person
Snow Phipps Group (B), L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 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)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
61,719.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Rows 8, 10 and 11: Represents shares of Common Stock owned by the Reporting Person.
Row 13: Calculation of the percent is based on the Outstanding Common Stock.
SCHEDULE 13D
|
| CUSIP No. | 92262D101 |
| 1 |
Name of reporting person
Snow Phipps Group AIV (Offshore), L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 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)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
260,705.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Rows 8, 10 and 11: Represents shares of Common Stock owned by the Reporting Person.
Row 13: Calculation of the percent is based on the Outstanding Common Stock.
SCHEDULE 13D
|
| CUSIP No. | 92262D101 |
| 1 |
Name of reporting person
SPG Co-Investment, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 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)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
48,851.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Rows 8, 10 and 11: Represents shares of Common Stock owned by the Reporting Person.
Row 13: Calculation of the percent is based on the Outstanding Common Stock.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, $0.01 par value | |
| (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:
This Amendment No. 4 ("Amendment No. 4") is filed by the undersigned Reporting Persons and amends the statement on Schedule 13D filed initially with the Securities and Exchange Commission on April 17, 2020, as subsequently amended (as amended, "Schedule 13D"), with respect to the common stock, par value $0.01 per share (the "Common Stock"), of Velocity Financial, Inc. (the "Issuer"). Capitalized terms used herein and not otherwise defined in this Amendment No. 4 have the meanings set forth in the Schedule 13D. The Reporting Persons did not acquire or dispose of any shares of Common Stock. This Amendment No. 4 is filed solely to disclose a change from Amendment No. 3 in the percent of Common Stock beneficially owned by the Reporting Persons resulting solely from a change in the aggregate number of shares of Common Stock outstanding reported by the Issuer in its Form 10-Q filed on August 8, 2025, with the SEC. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) of Schedule 13D is supplemented as follows:
The responses of the Reporting Persons to Rows 11 and 13 (including any related Comment) on the cover pages of this Amendment No. 4, as of August 12, 2025, are incorporated herein by reference. As of August 12, 2025, the Reporting Persons beneficially owned 13,353,103 shares of Common Stock in the aggregate, which represents 34.7% of the shares of the Common Stock outstanding, calculated pursuant to Rule 13d-3 under the Exchange Act, based on 38,438,579 shares of Common Stock outstanding as of July 31, 2025, as disclosed by the Issuer in its Form 10-Q filed with the SEC on August 8, 2025. | |
| (b) | Item 5(b) of Schedule 13D is supplemented as follows:
The responses of the Reporting Persons to Rows 7, 8, 9, and 10 (including any related Comment) on the cover pages of this Amendment No. 4, as of August 12, 2025, are incorporated herein by reference. | |
| (c) | Item 5(c) of Schedule 13D is supplemented as follows:
None of the Reporting Persons, or, to the knowledge of the Reporting Persons, any other person named in Item 2 of the Schedule 13D, effected any transaction in the Common Stock during the past 60 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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