Sec Form 13G Filing - Rogers Holdings LLP filing for UWM Holdings Corp (UWMC) - 2024-10-03

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

UWM Holdings Corporation

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

91823B109

(CUSIP Number)

October 3, 2024

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

The information required in 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 13G

UWM Holdings Corporation, a Delaware corporation (the “Issuer”).

585 South Boulevard E., Pontiac, MI 48341.

This Schedule 13G is being filed on behalf of each of the following reporting persons (each individually a “Reporting Person”, and collectively, the “Reporting Persons”): 

Rogers Holdings, LLP is a limited liability partnership formed under the laws of the State of Arizona.

Thomas Rogers is a citizen of the United States.

Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”).

91823B109

Not applicable.

(a) ☐ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b) ☐ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c) ☐ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d) ☐ Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e) ☐ An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

(f) ☐ An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

(g) ☐ A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h) ☐ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i) ☐ A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);

(j) ☐ A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);

(k) ☐ Group, in accordance with § 240.13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____________________.

The percentages set forth in this Schedule 13G are calculated based upon approximately (i) 95,611,907 shares of Class A Common Stock of the Issuer outstanding as of August 2, 2024, such number of shares being based on the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 plus (ii) the 8,918,475 shares of Class A Common Stock issued to Rogers Holdings, LLP by SFS Holding Corp. as part of a private transaction that closed in October 2024. All securities are held of record by Rogers Holdings, LLP. Thomas Rogers is the general partner of Rogers Holdings, LLP.

The information required by Items 4(a)-(c) is set forth in rows 5-11 of the cover page of each Reporting Person and is incorporated by reference for each such Reporting Person.

Not applicable.

Not applicable.

Not applicable.

Not applicable.

Not applicable.

By signing below each Reporting Person certifies that, to the best of such Reporting Person’s 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, other than activities solely in connection with a nomination under § 240.14a-11.

Exhibits and Schedules.

SIGNATURE

After reasonable inquiry and to the best of each of the undersigned Reporting Persons’ knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated October 3, 2024

JOINT FILING AGREEMENT

The undersigned hereby agree that the Schedule 13G with respect to the shares of Class A Common Stock, par value $0.0001 per share, of UWM Holdings Corporation, a Delaware corporation, dated as of October 3, 2024, is, and any amendments thereto signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.