Form SC 13G - Statement of Beneficial Ownership by Certain Investors
15 Ottobre 2024 - 11:39PM
Edgar (US Regulatory)
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 15, 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:
* |
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 the disclosures provided in a prior cover page. |
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).
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CUSIP No. 91823B109 |
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Page
2
of 10 Pages |
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1 |
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NAME OF REPORTING PERSONS
The JRL Loyal Trust |
2 |
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☐
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3 |
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SEC USE ONLY
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4 |
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Texas |
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
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5 |
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SOLE VOTING POWER
0 |
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6 |
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SHARED VOTING POWER
8,337,194 |
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7 |
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SOLE DISPOSITIVE POWER
0 |
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8 |
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SHARED DISPOSITIVE POWER
8,337,194 |
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9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,337,194 |
10 |
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CHECK IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ☐ |
11 |
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9) 8.0% |
12 |
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TYPE OF REPORTING PERSON (See
Instructions) OO |
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CUSIP No. 91823B109 |
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Page
3
of 10 Pages |
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1 |
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NAME OF REPORTING PERSONS
The EDL Secure Trust |
2 |
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☐
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3 |
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SEC USE ONLY
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4 |
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Texas |
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
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5 |
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SOLE VOTING POWER
0 |
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6 |
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SHARED VOTING POWER
8,337,194 |
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7 |
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SOLE DISPOSITIVE POWER
0 |
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8 |
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SHARED DISPOSITIVE POWER
8,337,194 |
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9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,337,194 |
10 |
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CHECK IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ☐ |
11 |
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9) 8.0% |
12 |
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TYPE OF REPORTING PERSON (See
Instructions) OO |
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CUSIP No. 91823B109 |
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Page
4
of 10 Pages |
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1 |
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NAME OF REPORTING PERSONS
John Landon |
2 |
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☐
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3 |
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SEC USE ONLY
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4 |
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Texas |
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
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5 |
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SOLE VOTING POWER
0 |
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6 |
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SHARED VOTING POWER
8,337,194 |
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7 |
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SOLE DISPOSITIVE POWER
0 |
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8 |
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SHARED DISPOSITIVE POWER
8,337,194 |
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9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,337,194 |
10 |
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CHECK IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ☐ |
11 |
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9) 8.0% |
12 |
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TYPE OF REPORTING PERSON (See
Instructions) IN |
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CUSIP No. 91823B109 |
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Page
5
of 10 Pages |
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1 |
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NAME OF REPORTING PERSONS
Eleanor Landon |
2 |
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☐
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3 |
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SEC USE ONLY
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4 |
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Texas |
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
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5 |
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SOLE VOTING POWER
0 |
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6 |
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SHARED VOTING POWER
8,337,194 |
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7 |
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SOLE DISPOSITIVE POWER
0 |
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8 |
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SHARED DISPOSITIVE POWER
8,337,194 |
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9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,337,194 |
10 |
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CHECK IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ☐ |
11 |
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9) 8.0% |
12 |
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TYPE OF REPORTING PERSON (See
Instructions) IN |
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CUSIP No. 91823B109 |
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Page
6
of 10 Pages |
Schedule 13G
Item 1(a) |
Name of Issuer: |
UWM Holdings Corporation, a Delaware corporation (the Issuer).
Item 1(b) |
Address of Issuers Principal Executive Offices: |
585 South Boulevard E., Pontiac, MI 48341.
Item 2(a) |
Name of Person Filing: |
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):
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(ii) |
The EDL Secure Trust |
Item 2(b) |
Address of Principal Business Office or, if none, Residence: |
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The JRL Loyal Trust |
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4050 W. Park Blvd. Plano Texas 75093 |
The EDL Secure Trust |
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4050 W. Park Blvd. Plano Texas 75093 |
John Landon |
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2200 Willow Bend Drive Plano Texas 75093 |
Eleanor Landon |
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2200 Willow Bend Drive Plano Texas 75093 |
The JRL Loyal Trust is an irrevocable trust formed under the laws of the state of Texas.
The EDL Secure Trust is an irrevocable trust formed under the laws of the state of Texas.
John Landon and Eleanor Landon are citizens of the United States.
Item 2 |
(d) Title of Class of Securities: |
Class A Common Stock, par value $0.0001 per share (Class A Common Stock).
91823B109
Item 3. |
Statement filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c): |
Not applicable.
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(a) |
☐ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
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(b) |
☐ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
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(c) |
☐ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
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(d) |
☐ Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C.
80a-8); |
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(e) |
☐ An investment adviser in accordance with §
240.13d-1(b)(1)(ii)(E); |
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CUSIP No. 91823B109 |
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Page
7
of 10 Pages |
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(f) |
☐ An employee benefit plan or endowment fund in accordance with §
240.13d-1(b)(1)(ii)(F); |
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(g) |
☐ A parent holding company or control person in accordance with §
240.13d-1(b)(1)(ii)(G); |
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(h) |
☐ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); |
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(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); |
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(j) |
☐ A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J); |
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(k) |
☐ Group, in accordance with § 240.13d-1(b)(1)(ii)(K).
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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 Issuers Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 plus (ii) the
4,168,597 shares of Class A Common Stock issued to and currently held by The JRL Loyal Trust by SFS Holding Corp. as part of a private transaction that closed in October 2024, plus (iii) the 4,168,597 shares of Class A Common
Stock issued to and currently held by The EDL Secure Trust by SFS Holding Corp. as part of a private transaction that closed in October 2024.
John Landon is the trustee of The JRL Loyal Trust and the beneficiary of The EDL Secure Trust and may be deemed to have voting, investment, and
dispositive power with respect to these securities. Eleanor Landon is the trustee of The EDL Secure Trust and the beneficiary of The JRL Loyal Trust and may also be deemed to have voting, investment, and dispositive power with respect to these
securities.
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.
Item 5. |
Ownership of Five Percent or Less of a Class: |
Not applicable.
Item 6. |
Ownership of More than Five Percent on Behalf of Another Person: |
Not applicable.
Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the
Parent Holding Company or Control Person: |
Not applicable.
Item 8. |
Identification and Classification of Member of the Group: |
Not applicable.
Item 9. |
Notice of Dissolution of Group: |
Not applicable.
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CUSIP No. 91823B109 |
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Page
8
of 10 Pages |
By signing below each Reporting Person certifies that, to the best of such Reporting Persons 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.
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 15, 2024
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THE JRL LOYAL TRUST |
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By: |
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/s/ John Landon |
Name: |
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John Landon |
Its: |
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Trustee |
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THE EDL SECURE TRUST |
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By: |
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/s/ Eleanor Landon |
Name: |
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Eleanor Landon |
Its: |
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Trustee |
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/s/ John Landon |
JOHN LANDON |
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/s/ Eleanor Landon |
ELEANOR LANDON |
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 15, 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.
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THE JRL LOYAL TRUST |
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By: |
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/s/ John Landon |
Name: |
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John Landon |
Its: |
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Trustee |
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THE EDL SECURE TRUST |
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By: |
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/s/ Eleanor Landon |
Name: |
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Eleanor Landon |
Its: |
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Trustee |
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/s/ John Landon |
JOHN LANDON |
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/s/ Eleanor Landon |
ELEANOR LANDON |
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