MARKEL GROUP INC. — Director's Dealing 2021

Dec 10, 2021

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Hagerty, Inc. (HGTY)
CIK: 0001840776
Period of Report: 2021-12-02

Reporting Person: MARKEL CORP (10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	3000000	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class V Common Stock	$		Class A Common Stock (75000000.0)		Direct
Warrants to purchase Class A Common Stock	$11.5	2026-12-02	Class A Common Stock (540000.0)		Direct

Footnotes

F1: Each share of Class V Common Stock is paired with one unit of limited liability company interest of The Hagerty Group, LLC (each, an "OpCo Unit" and, together with each corresponding share of Class V Common Stock, a "Paired Interest"). Each Paired Interest has no expiration date and is exchangeable, at the option of the holder, on a one-for-one basis for a share of Class A Common Stock of the Issuer or, at the option of the Issuer, an equivalent value in cash, pursuant to the Exchange Agreement dated December 2, 2021, among the Reporting Person, The Hagerty Group, LLC, Hagerty Holding Corp. and the Issuer. Each share of Class V Common Stock has no incidents of economic ownership and has ten (10) votes per share until the earlier of (i) December 2, 2036, and (ii) transfer to a non-qualified transferee, after which it has one (1) vote per share.

F2: These warrants are exercisable on a cashless basis any time prior to expiration. Once the warrants become exercisable, the Issuer may redeem, at a price of $0.01 per warrant, any whole warrants outstanding after a 30-day notice period for cash if the closing price of the Class A Common Stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period.