Apex Holdco SC 13D/AVericity / Apex Holdco ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Vericity, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

92347D100

(CUSIP Number)

Douglas Warner

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153

(212) 310-8751

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 June 28, 2024

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

This Amendment No. 1 (“Amendment No. 1”) to Schedule 13D relates to the common stock, par value $0.001 per share (“Common Stock”), of Vericity, Inc., a Delaware corporation (“Vericity”), and amends and supplements the initial statement on Schedule 13D filed on August 9, 2019 (the “Schedule 13D”). Capitalized terms used but not defined in this Amendment No. 1 shall have the meanings ascribed to them in the Schedule 13D.

On June 28, 2024 (the “Closing Date”), iA American Holdings Inc. (“Parent”), a subsidiary of iA Financial Corporation, Inc. (“iA Financial”), acquired Vericity pursuant to an Agreement and Plan of Merger, dated as of October 3, 2023 (the “Merger Agreement”), by and among Parent, Long Grove Acquisition Corp., a wholly-owned subsidiary of Parent (“Merger Sub”), Vericity, and iA Financial.  On the Closing Date, among other things (a) Merger Sub merged with and into Vericity (the “Merger”) with Vericity surviving the Merger as a wholly owned subsidiary of Parent and (b) each share of Common Stock issued and outstanding immediately prior to the consummation of the Merger, other than appraisal shares, were converted into the right to receive $11.43 in cash without interest (the “Merger Consideration”). Consequently, the 11,373,352 shares of Common Stock directly held by Apex Holdco L.P. at the time of the Merger were converted into the right to receive the Merger Consideration, and the Reporting Persons no longer beneficially own any shares of Common Stock.

Item 5 of the Schedule 13D is hereby amended and supplemented as follows:

On the Closing Date following the Merger and as of the date hereof, each of the Reporting Persons and the persons named on Schedule 1 to the Schedule 13D did not beneficially own any shares of Common Stock. Except as set forth in this Amendment No. 1, neither the Reporting Persons nor the persons named on Schedule 1 to the Schedule 13D has effected any transaction in Common Stock during the past 60 days. On the Closing Date, following the Merger, the Reporting Persons ceased to be the beneficial owner of more than five percent of the shares of Common Stock outstanding.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated:  July 2, 2024