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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 | ||||||||
Warrants | $ 15 | 02/24/2015 | J(1) | 1,500,000 | 02/24/2015 | 02/24/2022 | Common Stock | 1,500,000 | (1) | 1,500,000 | I | By wholly-owned subsidiary (2) | |||
Performance Rights (5) | (5) | 02/24/2015 | J(1) | 100,000 | 02/24/2015 | (6) | Common Stock | 100,000 | (1) | 100,000 | I | By wholly-owned subsidiary (2) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
KINGSWAY FINANCIAL SERVICES INC 150 PIERCE RD ITASCA, IL 60143 |
X |
/s/ Beverly J. Schafman, Attorney-in-Fact | 02/26/2015 | |
**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) | In connection with the termination of the Management Services Agreement between the reporting person's wholly-owned subsidiary, 1347 Advisors LLC ("Advisors"), and 1347 Property Insurance Holdings, Inc. ("PIH"), Advisors received the following as part of the consideration for such termination: (i) 120,000 shares of PIH's nonconvertible Series B Preferred Shares having a liquidation amount per share equal to $25.00, (ii) a seven-year warrant to purchase up to 1,500,000 shares of PIH common stock at an exercise price of $15.00 per share, and (iii) a grant of performance rights whereby Advisors will be entitled to receive 100,000 shares of PIH common stock if at any time the last sales price of the common stock equals or exceeds $10.00 per share for any 20 trading days within any 30-trading day period. |
(2) | Held by the reporting person's wholly-owned subsidiary 1347 Advisors LLC. |
(3) | Held by the reporting person's wholly-owned subsidiary Universal Casualty Company. |
(4) | Held by the reporting person's wholly-owned subsidiary Kingway America Inc. |
(5) | 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 period. |
(6) | Indefinite. |