Amended Statement of Ownership (sc 13g/a)
January 08 2018 - 4:10PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE
13G/A
(Rule
13d-102)
(Amendment No. 1)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES
13d-1(b),
(c) AND (d) AND
AMENDMENTS THERETO FILED
PURSUANT TO RULE
13d-2(b)
Heritage Insurance Holdings, Inc.
(Name of Issuer)
Common
Stock, par value $0.0001 per share
(Title of Class of Securities)
42727J102
(CUSIP Number)
December 31, 2017
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
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CUSIP No. 42727J102
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13G/A
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1
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NAME OF
REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Twelve Capital AG
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Switzerland
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
886,625
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
886,625
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
886,625
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES
CERTAIN SHARES*
☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
3.6% **
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12
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TYPE OF REPORTING PERSON*
IA, CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT
**SEE ITEM 4(b).
2
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CUSIP No. 42727J102
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13G/A
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1
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NAME OF
REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Twelve Capital Holding AG
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Switzerland
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
886,625
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
886,625
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
886,625
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES
CERTAIN SHARES*
☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
3.6% **
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12
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TYPE OF REPORTING PERSON*
HC, CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT
**SEE ITEM 4(b).
3
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CUSIP No. 42727J102
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13G/A
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1
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NAME OF
REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Urs Ramseier
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Switzerland
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
886,625
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
886,625
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
886,625
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES
CERTAIN SHARES*
☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
3.6% **
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12
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TYPE OF REPORTING PERSON*
HC, IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT
**SEE ITEM 4(b).
4
SCHEDULE 13G/A
This Amendment No. 1 (this Amendment) to the Schedule 13G (the Schedule 13G) is being filed on behalf of Twelve
Capital AG, a Switzerland company limited by shares (Twelve Capital), Twelve Capital Holding AG, a Switzerland company limited by shares and the sole shareholder of Twelve Capital (Twelve Capital Holding), and Urs Ramseier,
the managing partner of Twelve Capital, relating to Common Stock, par value $0.0001 per share (the Common Stock), of Heritage Insurance Holdings, Inc., a Delaware corporation (the Issuer).
This Amendment relates to Common Stock of the Issuer purchased by Twelve Capital through the accounts of certain private funds and/or accounts
managed by Twelve Capital (collectively, the Twelve Capital Accounts). Twelve Capital serves as the investment adviser to the Twelve Capital Accounts and may direct the vote and dispose of the 886,625 shares of Common Stock held by the
Twelve Capital Accounts. As the sole shareholder of Twelve Capital, Twelve Capital Holding may direct the vote and disposition of the 886,625 shares of Common Stock held by the Twelve Capital Accounts. As the managing partner of Twelve Capital,
Mr. Ramseier may direct the vote and disposition of the 886,625 shares of Common Stock held by the Twelve Capital Accounts.
This
Amendment amends and restates the Schedule 13G as set forth below.
Item 1(a)
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Name of Issuer.
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Heritage Insurance Holdings, Inc.
Item 1(b)
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Address of Issuers Principal Executive Offices.
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2600 McCormick Drive, Suite 300
Clearwater, Florida 33759
Item 2(a)
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Name of Person Filing.
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Twelve Capital AG (Twelve Capital), Twelve Capital
Holding AG (Twelve Capital Holding) and Mr. Urs Ramseier.
Item 2(b)
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Address of Principal Business Office, or, if none, Residence.
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Twelve Capital AG
Dufourstrasse 101
8008
Zürich
Item 2(c)
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Citizenship or Place of Organization.
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Twelve Capital is a company limited by shares
organized under the laws of Switzerland. Twelve Capital Holding is a company limited by shares organized under the laws of Switzerland. Mr. Ramseier is a citizen of Switzerland.
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Item 2(d)
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Title of Class of Securities.
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Common Stock, par value $0.0001 per share (the
Common Stock).
42727J102
Inapplicable
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(a)
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Twelve Capital, Twelve Capital Holding and Mr. Ramseier are the beneficial owners of 886,625 shares of Common Stock.
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(b)
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Twelve Capital, Twelve Capital Holding and Mr. Ramseier are the beneficial owners of 3.6% of the outstanding Common Stock. This percentage is determined by dividing 886,625 by 24,400,174, the number of shares of
Common Stock issued and outstanding as of November 1, 2017, as reported in the Issuers Form
10-Q
filed on November 2, 2017.
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(c)
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Twelve Capital, as the investment adviser to the Twelve Capital Accounts, may direct the vote and dispose of the 886,625 shares of Common Stock held by the Twelve Capital Accounts. As the sole shareholder of Twelve
Capital, Twelve Capital Holding may direct the vote and disposition of the 886,625 shares of Common Stock held by the Twelve Capital Accounts. As the managing partner of Twelve Capital, Mr. Ramseier may direct the vote and disposition of the
886,625 shares of Common Stock held by the Twelve Capital Accounts.
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Item 5
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Ownership of Five Percent or Less of a Class.
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If this statement is being filed to
report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owners of more than five percent of the class of securities, check the following [X].
Item 6
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Ownership of More Than Five Percent on Behalf of Another Person.
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Inapplicable.
Item 7
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Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company.
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Inapplicable.
Item 8
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Identification and Classification of Members of the Group.
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Inapplicable.
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Item 9
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Notice of Dissolution of Group.
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Inapplicable.
By signing below each of the Reporting Persons certifies that, to the
best of such persons knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction having that purpose or effect.
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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.
Date: January 8, 2018
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TWELVE CAPITAL AG
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By:
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/s/ Urs Ramseier
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Urs Ramseier
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Managing Partner
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TWELVE CAPITAL HOLDING AG
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By:
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/s/ Urs Ramseier
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Urs Ramseier
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Board Member
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/s/ Urs Ramseier
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Urs Ramseier
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