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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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Open Lending Corporation
(Name of Issuer)
Common Stock, $0.01 par value per share
(Title of Class of Securities)
68373J104
(CUSIP Number)
James H. Greene, Jr.
True Wind Capital Management, L.P.
Four Embarcadero Center, Suite 2100
San Francisco, CA 94111
(415) 780-9975
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
With copies to:
William Brentani, Esq.
Simpson Thacher & Bartlett LLP
2475 Hanover Street
Palo Alto, California 94304
(650) 251-5000
December 9, 2020
(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. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
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, as amended (the Exchange Act), or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).
CUSIP NO. 68373J104
1. |
Names of Reporting Persons.
Nebula Holdings 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:
|
7. | Sole Voting Power
0 | ||||
8. | Shared Voting Power
12,111,329 | |||||
9. | Sole Dispositive Power
0 | |||||
10. | Shared Dispositive Power
12,111,329 |
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
12,111,329 | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
13. | Percent of Class Represented by Amount in Row (11)
9.6% | |||||
14. | Type of Reporting Person (See Instructions)
OO |
CUSIP NO. 68373J104
1. |
Names of Reporting Persons.
True Wind Capital, 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:
|
7. | Sole Voting Power
0 | ||||
8. | Shared Voting Power
12,111,329 | |||||
9. | Sole Dispositive Power
0 | |||||
10. | Shared Dispositive Power
12,111,329 |
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
12,111,329 | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
13. | Percent of Class Represented by Amount in Row (11)
9.6% | |||||
14. | Type of Reporting Person (See Instructions)
PN |
CUSIP NO. 68373J104
1. |
Names of Reporting Persons.
True Wind Capital 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:
|
7. | Sole Voting Power
0 | ||||
8. | Shared Voting Power
12,111,329 | |||||
9. | Sole Dispositive Power
0 | |||||
10. | Shared Dispositive Power
12,111,329 |
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
12,111,329 | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
13. | Percent of Class Represented by Amount in Row (11)
9.6% | |||||
14. | Type of Reporting Person (See Instructions)
OO |
CUSIP NO. 68373J104
1. |
Names of Reporting Persons.
James H. Greene, Jr. | |||||
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:
|
7. | Sole Voting Power
0 | ||||
8. | Shared Voting Power
12,111,329 | |||||
9. | Sole Dispositive Power
0 | |||||
10. | Shared Dispositive Power
12,111,329 |
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
12,111,329 | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
13. | Percent of Class Represented by Amount in Row (11)
9.6% | |||||
14. | Type of Reporting Person (See Instructions)
IN |
CUSIP NO. 68373J104
1. |
Names of Reporting Persons.
Adam H. Clammer | |||||
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:
|
7. | Sole Voting Power
0 | ||||
8. | Shared Voting Power
12,111,329 | |||||
9. | Sole Dispositive Power
0 | |||||
10. | Shared Dispositive Power
12,111,329 |
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
12,111,329 | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
13. | Percent of Class Represented by Amount in Row (11)
9.6% | |||||
14. | Type of Reporting Person (See Instructions)
IN |
Explanatory Note
This Amendment No. 1 (this Amendment No. 1) amends and supplements the Schedule 13D filed on November 18, 2020 (as so amended, the Schedule 13D) by the Reporting Persons (as defined below), relating to the shares of common stock, par value $0.01 per share (the Common Stock), of Open Lending Corporation (the Issuer). The Item below amends and supplements the information disclosed under the corresponding Item of the Schedule 13D. Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined in this Amendment No. 1 shall have the same meanings herein as are ascribed to such terms in the Schedule 13D.
This Schedule 13D is being filed jointly on behalf of the following persons (collectively, the Reporting Persons):
1. Nebula Holdings, LLC, a Delaware limited liability company (Nebula Holdings),
2. True Wind Capital, L.P., a Delaware limited partnership (True Wind Capital and, together with Nebula Holdings, True Wind),
3. True Wind Capital GP, LLC, a Delaware limited liability company (True Wind Capital GP),
4. James H. Greene, Jr., a United States citizen, and
5. Adam H. Clammer, a United States citizen.
Item 4. | Purpose of the Transaction. |
Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
The information set forth in or incorporated by reference Item 6 of this Schedule 13D is hereby incorporated by reference in its entirety into this Item 4.
Item 5. | Interest in Securities of the Issuer. |
Items 5(a)-(c) of this Schedule 13D are hereby amended and restated as follows:
The information contained in rows 7, 8, 9, 10, 11 and 13 on each of the cover pages of this Schedule 13D and the information set forth or incorporated in Items 2, 3 and 6 of this Schedule 13D is hereby incorporated by reference in its entirety into this Item 5.
(a) (b)
Nebula Holdings holds 12,111,329 shares of the Issuers Common Stock as of the date hereof.
The percentages of beneficial ownership in this Schedule 13D are based on 126,803,096 shares of Common Stock issued and outstanding as of December 14, 2020, following the closing of the offering and repurchase discussed in this Schedule 13D, as described in the Issuers prospectus on Form 424B4 filed with the Securities and Exchange Commission on December 9, 2020.
(c) Except as set forth in Item 3 to this Schedule 13D, none of the Reporting Persons have effected any transaction in the Issuers Common Stock during the past 60 days.
Item 6. | Contracts, Arrangements, Understandings or Relat ionships With Respect to Securities of the Issuer. |
Item 6 of the Schedule 13D is hereby amended and supplemented as follows:
Underwriting Agreement
On December 9, 2020, the Issuer entered into an underwriting agreement (the Underwriting Agreement) with Goldman Sachs & Co., LLC, Deutsche Bank Securities Inc. and Morgan Stanley & Co. LLC as representatives of the several underwriters named therein (the Underwriters) and the selling stockholders named therein (collectively, the Selling Stockholders). Pursuant to the terms of the Underwriting Agreement, the Selling Stockholders have agreed to sell, and the Underwriters have agreed to purchase, subject to and on the conditions set forth therein, an aggregate of 10,925,000 shares of Common Stock (which amount includes 1,425,000 shares of Common Stock sold pursuant to the exercise of the option to purchase additional shares granted to the Underwriters by the Selling Stockholders (the Overallotment Option)), at a price of $26.88 per share (representing the public offering price of $28.00 per share, less the underwriting discount of $1.12 per share). Pursuant to the terms of the Underwriting Agreement, Nebula Holdings agreed to sell 3,921,940 shares of Common Stock (including 560,555 shares being sold after the exercise by the Underwriters of the Overallotment Option). The sale pursuant to the Underwriting Agreement, including all 3,921,940 shares of Common Stock being sold by Nebula Holdings, closed on December 14, 2020.
Lock-Up Agreement
In connection with the offering described above, the Issuer, the Issuers executive officers and directors, Nebula Holdings and the other sellers under the Underwriting Agreement have agreed with the Underwriters, subject to specified exceptions, not to offer, pledge or sell or otherwise transfer any of the shares of Common Stock or securities convertible into or exchangeable for Common Stock, for a period of 90 days after December 10, 2020 except with the prior written consent of the Underwriters.
Repurchase Agreement
On December 7, 2020, the Company entered into a Stock Repurchase Agreement (the Repurchase Agreement) to repurchase from the Selling Stockholders an aggregate of 1,395,089 shares of Common Stock at a price per share of $26.88, the same per share price paid by the Underwriters to the Selling Stockholders in the offering described above. Nebula Holdings agreed to sell 491,731 shares of Common Stock pursuant to the Repurchase Agreement. The stock repurchase closed on December 14, 2020.
The foregoing description of the Underwriting Agreement, Lock-up Agreement and Repurchase Agreement are qualified in their entirety by reference to such agreements which are filed as exhibits to this Schedule 13D and incorporated by reference herein.
Item 7. | Material to Be Filed as Exhibits |
Item 7 of the Schedule 13D is hereby amended and supplemented as follows:
C. | Underwriting Agreement, dated as of December 9, 2020, by and among the Issuer, the Underwriters and the Selling Stockholders party thereto (incorporated by reference to Exhibit 1.1 to the Issuers Current Report on Form 8-K filed on December 10, 2020). |
D. | Form of Lock-up Agreement (incorporated by reference to Exhibit A to Exhibit 1.1 to the Issuers Current Report on Form 8-K filed on December 10, 2020). |
E. | Repurchase Agreement, dated as of December 9, 2020, by and among the Issuer and the Selling Stockholders party thereto (incorporated by reference to Exhibit 10.1 to the Issuers Current Report on Form 8-K filed on December 10, 2020). |
Signatures
After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated: December 14, 2020
TRUE WIND CAPITAL GP, LLC | ||
By: | /s/ James H. Greene, Jr. | |
Name: | James H. Greene, Jr. | |
Title: | Managing Member | |
TRUE WIND CAPITAL, L.P. | ||
By: | True Wind Capital GP, LLC, its general partner | |
By: | /s/ James H. Greene, Jr. | |
Name: | James H. Greene, Jr. | |
Title: | Managing Member | |
NEBULA HOLDINGS, LLC | ||
By: | True Wind Capital, L.P., its manager | |
By: | True Wind Capital GP, LLC, its general partner | |
By: | /s/ James H. Greene, Jr. | |
Name: | James H. Greene, Jr. | |
Title: | Managing Member | |
ADAM H. CLAMMER | ||
/s/ Adam H. Clammer | ||
JAMES H. GREENE, JR. | ||
/s/ James H. Greene, Jr. |