Sec Form 13G Filing - SOMPO HOLDINGS INC. filing for Wejo Group Ltd (WEJO) - 2022-08-11

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

  Names of Reporting Person.

  Sompo Holdings, Inc.

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  Japan

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With:

  Sole Voting Power

  500,000

  Shared Voting Power

  9,801,760 ⁽¹⁾

  Sole Dispositive Power

  500,000

  Shared Dispositive Power

  9,801,760 ⁽¹⁾

  Aggregate Amount Beneficially Owned by Each Reporting Person

  10,301,760 ^{(1) (2)}

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):

  ☐

  Percent of Class Represented by Amount in Row (9)

  9.50% ⁽³⁾

  Type of Reporting Person (See Instructions)

  CO

SOMPO Light Vortex, Inc. (“SLV”) is a direct wholly owned subsidiary of Sompo Holdings, Inc. (“Sompo”), and accordingly, as the parent company of SLV, Sompo may be deemed to share voting and dispositive power over the shares held by SLV.

Includes (a) 500,000 common shares of the Issuer held directly by Sompo, (b) 7,351,320 common shares of the Issuer acquired by SLV in a private placement on July 29, 2022, and (c) 2,450,440 common shares of the Issuer subject to an outstanding warrant which are exercisable by SLV within 60 days of July 29, 2022.

Percentage ownership based on (a) 94,666,196 common shares of the Issuer outstanding as of June 15, 2022, as reported in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 15, 2022, (b) 11,329,141 common shares issued by the Issuer in a private placement, as reported in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 28, 2022, and (c) assumes that the 2,450,440 common shares of the Issuer underlying the warrant held by SLV are deemed outstanding pursuant to SEC Rule 13d-3(d)(1)(i).

  Names of Reporting Person.

  SOMPO Light Vortex, Inc.

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  Japan

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With:

  Sole Voting Power

  0

  Shared Voting Power

  9,801,760 ⁽¹⁾

  Sole Dispositive Power

  0

  Shared Dispositive Power

  9,801,760 ⁽¹⁾

  Aggregate Amount Beneficially Owned by Each Reporting Person

  9,801,760 ⁽²⁾

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):

  ☐

  Percent of Class Represented by Amount in Row (9)

  9.04% ⁽³⁾

  Type of Reporting Person (See Instructions)

  CO

SLV is a direct wholly owned subsidiary of Sompo, and accordingly, as the parent company of SLV, Sompo may be deemed to share voting and dispositive power over the shares held by SLV.

Includes (a) 7,351,320 common shares of the Issuer acquired by SLV in a private placement on July 29, 2022, and (b) 2,450,440 common shares of the Issuer subject to an outstanding warrant which are exercisable by SLV within 60 days of July 29, 2022.

Percentage ownership based on (a) 94,666,196 common shares of the Issuer outstanding as of June 15, 2022, as reported in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 15, 2022, (b) 11,329,141 common shares issued by the Issuer in a private placement, as reported in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 28, 2022, and (c) assumes that the 2,450,440 common shares of the Issuer underlying the warrant held by SLV are deemed outstanding pursuant to SEC Rule 13d-3(d)(1)(i).

Name of Issuer:

Address of Issuer’s Principal Executive Offices:

Name of Person Filing:

Address of Principal Business Office or, if none, Residence:

Citizenship of Natural Persons and Corporations:

Title of Class of Securities:

CUSIP Number:

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:

Ownership

Ownership of Five Percent or Less of a Class

Ownership of More than Five Percent on Behalf of Another Person

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Identification and Classification of Members of the Group

Notice of Dissolution of Group

Certification