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^*

PRYGELSKI PETER J

(Last)

(First)

(Middle)

14050 N.W. 14 STREET

SUITE 180

(Street)

SUNRISE

33323

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
FEDERATED NATIONAL HOLDING CO [ FNHC ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial Officer & Trea

3. Date of Earliest Transaction (Month/Day/Year)
12/05/2013

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)
Common Stock, par value $0.01 per share	12/05/2013		M		500⁽¹⁾	A	$13.17	66,700⁽³⁾	D
Common Stock, par value $0.01 per share	12/05/2013		F		490⁽¹⁾	D	$13.55⁽²⁾	66,210⁽³⁾	D
Common Stock, par value $0.01 per share	12/05/2013		M		4,500⁽⁴⁾	A	$12.58	70,710⁽³⁾	D
Common Stock, par value $0.01 per share	12/05/2013		F		4,254⁽⁴⁾	D	$13.55⁽²⁾	66,456⁽³⁾	D
Common Stock								4,000	I	Held in Mr. Prygelski's IRA

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)
Stock Options (right to buy)	$13.17	12/05/2013		M		500		12/06/2008	12/06/2013	Common Stock, par value $0.01 per share	500	$0	0	D
Stock Options (right to buy)	$12.58	12/05/2013		M		4,500		01/30/2009	01/30/2014	Common Stock, par value $0.01 per share	4,500	$0	0	D
Stock Options (right to buy)	$8.32							07/01/2009⁽⁵⁾	07/01/2014	Common Stock, par value $0.01 per share	10,000		10,000	D
Stock Options (right to buy)	$4.59							12/12/2009⁽⁶⁾	12/12/2014	Common Stock, par value $0.01 per share	500		500	D
Stock Options (right to buy)	$4.36							03/03/2011⁽⁵⁾	03/03/2020	Common Stock, par value $0.01 per share	15,000		15,000	D
Stock Options (right to buy)	$2.45							08/22/2012⁽⁶⁾	08/22/2021	Common Stock, par value $0.01	10,000		10,000	D
Stock Options (right to buy)	$4.4							04/06/2013⁽⁶⁾	04/06/2022	Common Stock, par value $0.01 per share	15,000		15,000	D

Explanation of Responses:

1. Represents a "net exercise" of vested stock options. There was no open market sale of shares by the reporting person. A total of 490 shares were withheld by Issuer for payment of the exercise price and applicable taxes, and the net exercise resulted in 10 shares being issued by the Issuer to the reporting person.

2. Closing market price of Federated National Holding Company common stock on the respective transaction date.

3. 65,000 of the total shares are restricted shares subject to vesting under the Issuer's 2012 Stock Incentive Plan.

4. Represents a "net exercise" of vested stock options. There was no open market sale of shares by the reporting person. A total of 4,254 shares were withheld by Issuer for payment of the exercise price and applicable taxes, and the net exercise resulted in 246 shares being issued by the Issuer to the reporting person.

5. Stock options vest 20% per year.

6. Stock options vest 33 1/3% per year.

Remarks:

	/s/ Peter J. Prygelski, III	12/09/2013
	** 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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