Sec Form 4 Filing - SPG GP, LLC @ Velocity Financial, Inc. - 2021-10-08

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person SPG GP, LLC 2. Issuer Name and Ticker or Trading Symbol Velocity Financial, Inc. [ VEL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 545 MADISON AVENUE, 10TH FLOOR, 3. Date of Earliest Transaction (MM/DD/YY) 10/08/2021 (Street) NEW YORK, NY10022 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 10/08/2021 C 5,194,804 ( 1 ) ( 2 ) ( 3 ) A $ 3.85 12,272,765 I ( 1 ) ( 2 ) ( 3 ) See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Series A Convertible Preferred Stock $ 3.85 ( 1 ) ( 2 ) 10/08/2021 C( 1 )( 2 ) 20,000 ( 1 ) ( 2 ) ( 3 ) ( 1 )( 2 ) ( 1 )( 2 ) Common Stock 5,194,805 ( 1 ) ( 2 ) ( 3 ) $ 0 0 ( 1 ) ( 2 ) ( 3 ) I See Footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SPG GP, LLC 545 MADISON AVENUE, 10TH FLOOR NEW YORK, NY10022 X X Snow Phipps Group AIV, L.P. C/O SNOW PHIPPS GROUP, LLC 545 MADISON AVENUE, 10TH FLOOR NEW YORK, NY10022 X X Snow Phipps Group (RPV), L.P. C/O SNOW PHIPPS GROUP, LLC 545 MADISON AVENUE, 10TH FLOOR NEW YORK, NY10022 X X Snow Phipps Group AIV (Offshore), L.P. C/O SNOW PHIPPS GROUP, LLC 545 MADISON AVENUE, 10TH FLOOR NEW YORK, NY10022 X X Snow Ian K C/O SNOW PHIPPS GROUP, LLC 545 MADISON AVENUE, 10TH FLOOR NEW YORK, NY10022 X X Signatures SPG GP, LLC, /s/ Alan Mantel, as authorized signatory of SPG GP, LLC 10/12/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to a Securities Purchase Agreement, dated as of April 5, 2020, by and between Snow Phipps Group AIV, L.P. ("SPG AIV"), Snow Phipps Group (RPV), L.P. ("SPG RPV"), Snow Phipps Group AIV (Offshore) L.P. ("SPG AIV (Offshore)") and Velocity Financial, Inc. (the "Issuer"), SPG AIV, SPG RPV, and SPG AIV (Offshore) acquired from the Issuer an aggregate of (i) 20,000 newly issued shares of Series A Convertible Preferred Stock, par value $0.01 per share (the "Series A Preferred Stock"). The Series A Preferred Stock was not convertible until the Issuer obtained stockholder approval as required by applicable NYSE rules ("Stockholder Approval"). ( 2 )(continued from footnote 1) After the Issuer obtained Stockholder Approval, the Series A Preferred Stock was converted into, with respect to each share of Series A Preferred Stock so converted, the number of shares of Common Stock equal to the then applicable conversion rate (plus cash in lieu of fractional shares) at any time, in whole or in part, at the option of SPG AIV, SPG RPV, and SPG AIV (Offshore) (or a respective permitted transferee) at a conversion price of $3.85 per share of Common Stock. The conversion rate for the Series A Preferred Stock is 259.74. The preferred stock is perpetual and therefore has no expiration date. ( 3 )This form 4 is being filed by and on behalf of each of the following: Ian K. Snow, who serves as the managing member of SPG GP, LLC, the general partner of Snow Phipps Group AIV, L.P., Snow Phipps Group (RPV), L.P., and Snow Phipps Group AIV (Offshore) L.P. (Ian K. Snow, collectively, with SPG GP LLC, Snow Phipps Group AIV, L.P., Snow Phipps Group (RPV), L.P., and Snow Phipps Group AIV (Offshore) L.P., the "Reporting Persons"). Represents (i) 4,895,844 shares of Common Stock held directly by Snow Phipps Group AIV, L.P., (ii) 255,064 shares of Common Stock held directly by Snow Phipps Group (RPV), L.P., and 43,896 shares of Common Stock held directly by Snow Phipps Group AIV (Offshore) L.P. Other than Snow Phipps Group AIV, L.P., Snow Phipps Group (RPV), L.P., and Snow Phipps Group AIV (Offshore) L.P. the Reporting Persons do not themselves directly hold any Common Stock. ( 4 )Each of the Reporting Persons disclaims beneficial ownership of the securities to the extent it exceeds their pecuniary interest therein

Remarks: Exhibit 99.1 - Joint Filer Information, incorporated herein by reference.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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