Sec Form 3 Filing - FTV VII, L.P. @ Neptune Insurance Holdings Inc. - 2025-09-30

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
FTV VII, L.P.
2. Issuer Name and Ticker or Trading Symbol
Neptune Insurance Holdings Inc. [ NP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
601 CALIFORNIA STREET, FLOOR 19
3. Date of Earliest Transaction (MM/DD/YY)
09/30/2025
(Street)
SAN FRANCISCO, CA94108
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
Class A Common Stock 23,028,650 I See footnotes ( 1 ) ( 2 ) ( 3 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
FTV VII, L.P.
601 CALIFORNIA STREET, FLOOR 19
SAN FRANCISCO, CA94108
X
FTV NE-Aggregator, LLC
601 CALIFORNIA STREET, FLOOR 19
SAN FRANCISCO, CA94108
X
Growth VII-Centre, L.P.
601 CALIFORNIA STREET, FLOOR 19
SAN FRANCISCO, CA94108
X
FTV Management VII, L.P.
601 CALIFORNIA STREET, FLOOR 19
SAN FRANCISCO, CA94108
X
Signatures
FTV VII, L.P., By: FTV Management VII, L.P., its General Partner, By: FTV VII GP, L.L.C., its General Partner, By: /s/ Andy Fleischman, Name: Andy Fleischman, Title: Managing Member 09/30/2025
Signature of Reporting Person Date
FTV-NE Aggregator, LLC, By: /s/ Andy Fleischman, Name: Andy Fleischman, Title: Managing Member 09/30/2025
Signature of Reporting Person Date
Growth VII-Centre, L.P., By: FTV Management VII, L.P., its General Partner, By: FTV VII GP, L.L.C., its General Partner, By: /s/ Andy Fleischman, Name: Andy Fleischman, Title: Managing Member 09/30/2025
Signature of Reporting Person Date
FTV Management VII, L.P., By: FTV VII GP, L.L.C., its General Partner, By: /s/ Andy Fleischman, Name: Andy Fleischman, Title: Managing Member 09/30/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These shares of Class A Common Stock are directly held as follows: 14,556,518 by FTV VII, L.P. ("FTV VII"), 7,070,969 by FTV-NE Aggregator, LLC ("FTV-NE Aggregator") and 1,401,163 by Growth VII-Centre, L.P. ("Growth VII-Centre").
( 2 )FTV-NE Aggregator is managed by FTV VII, its sole member, which is managed by FTV Management VII, L.P. ("FTV Management"), its general partner. Growth VII-Centre is managed by FTV Management, its general partner.
( 3 )Each of the reporting persons disclaims beneficial ownership of the reported securities, except to the extent of such reporting person's pecuniary interest therein, if any. The filing of this statement shall not be deemed an admission by any reporting person of beneficial ownership of the reported securities.

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