SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

KINGSWAY FINANCIAL SERVICES INC

(Last)

(First)

(Middle)

150 PIERCE RD

(Street)

ITASCA

60143

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
1347 Property Insurance Holdings, Inc. [ PIH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/24/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Series B Preferred Shares (Nonconvertible)	02/24/2015		J⁽¹⁾		120,000	A	⁽¹⁾	120,000	I	By wholly-owned subsidiary⁽²⁾
Common Stock								75,000	I	By wholly-owned subsidiary⁽³⁾
Common Stock								1,000,000	I	By wholly-owned subsidiary⁽⁴⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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⁾

Explanation of Responses:

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.

	/s/ Beverly J. Schafman, Attorney-in-Fact	02/26/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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