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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Performance Rights (7) | (7) | 01/02/2018 | J(8) | 100,000 | 02/24/2015 | (8) | Common Stock | 100,000 | (8) | 0 | I | By wholly-owned subsidiary (3) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
KINGSWAY FINANCIAL SERVICES INC 150 PIERCE RD ITASCA, IL 60143 |
X |
/s/ Larry G. Swets Jr. , CEO | 01/16/2018 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Pursuant to a Stock Purchase Agreement dated January 2, 2018 (the "Stock Purchase Agreement"), by and among the reporting person's wholly-owned subsidiary, 1347 Advisors LLC ("Advisors"), 1347 Property Insurance Holdings, Inc. ("PIH"), and IWS Acquisition Corporation ("IWS"), Advisors sold 60,000 shares of PIH's Series B Preferred Stock to PIH for an aggregate purchase price of $1,740,000. |
(2) | Represents a purchase price of $25.00 per share plus declared and unpaid dividends. |
(3) | Held by the reporting person's wholly-owned subsidiary Advisors. |
(4) | Held by the reporting person's wholly-owned subsidiary IWS. |
(5) | Held by the reporting person's wholly-owned subsidiary Kingsway America, Inc. |
(6) | Held by the reporting person's wholly-owned subsidiary Mendakota Casualty Company. |
(7) | Each performance right represents a contingent right to receive one share of common stock. The performance rights vest as to 100,000 shares if the common stock price equals or exceeds $10 for any 20 trading days in a 30-day trading window. |
(8) | Pursuant to the Stock Purchase Agreement: (i) Advisors agreed to terminate the Performance Shares Grant Agreement dated February 24, 2015, by and between PIH and Advisers, and (ii) PIH paid to Advisors an aggregate cash payment of $300,000 in consideration for such termination. |