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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
KINGSWAY FINANCIAL SERVICES INC [ KFS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/24/2013 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 12/24/2013 | J | 7,200(1) | A | $3.83 | 3,171,015(2) | D | |||
Common Stock | 12/24/2013 | J | 131,550(1) | A | $3.83 | 3,171,015(2) | D | |||
Common Stock | 12/24/2013 | J | 45,000(1) | D | $3.83 | 3,171,015(2) | D | |||
Common Stock | 12/24/2013 | J | 93,750(1) | D | $3.83 | 3,171,015(2) | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Series A Warrants | $4.5 | 12/24/2013 | J | 17,704(3) | 09/16/2016 | 09/15/2020 | Common Stock | 626,203 | $0.91 | 626,203 | D | ||||
Series A Warrants | $4.5 | 12/24/2013 | J | 1,046(3) | 09/16/2016 | 09/15/2020 | Common Stock | 626,203 | $0.91 | 626,203 | D | ||||
Series A Warrants | $4.5 | 12/24/2013 | J | 18,750(3) | 09/16/2016 | 09/15/2020 | Common Stock | 626,203 | $0.91 | 626,203 | D | ||||
Series B Warrants | $5 | 12/24/2013 | J | 17,704(4) | 09/16/2016 | 09/15/2023 | Common Stock | 626,203 | $1.72 | 626,203 | D | ||||
Series B Warrants | $5 | 12/24/2013 | J | 1,046(4) | 09/16/2016 | 09/15/2023 | Common Stock | 626,203 | $1.72 | 626,203 | D | ||||
Series B Warrants | $5 | 12/24/2013 | J | 18,750(4) | 09/16/2016 | 09/15/2023 | Common Stock | 626,203 | $1.72 | 626,203 | D |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. Purchases and sales represent transfers to Stilwell Activist Investments, L.P. (131,550 shares) and Stilwell Activist Fund, L.P. (7,200 shares) from Stilwell Value Partners III, L.P. (45,000 shares) and Stilwell Associates Insurance Fund of The SALI Multi-Series Fund L.P. (93,750 shares). |
2. After giving effect to the transactions reported herein, the following individual and entities directly own shares of common stock as follows: Joseph Stilwell, 156,250 shares; Stilwell Value Partners III, L.P., 60,000 shares; Stilwell Value Partners IV, L.P., 1,060,000 shares; Stilwell Associates, L.P., 752,555 shares; Stilwell Associates Insurance Fund of The SALI Multi-Series Fund L.P., 0 shares; Stilwell Activist Investments, L.P., 971,215 shares; and Stilwell Activist Fund, L.P., 170,995 shares. The aggregate shares are owned indirectly by Joseph Stilwell and all listed entities, other than Stilwell Associates Insurance Fund of The SALI Multi-Series Fund L.P., through Joseph Stilwell's capacity as the managing member and 99% owner of Stilwell Value LLC, which is the general partner of Stilwell Value Partners III, L.P., Stilwell Value Partners IV, L.P., Stilwell Associates, L.P., Stilwell Activist Investments, L.P., and Stilwell Activist Fund, L.P. |
3. Purchases and sales represent transfers to Stilwell Activist Investments, L.P. (17,704 Series A Warrants) and Stilwell Activist Fund, L.P. (1,046 Series A Warrants) from Stilwell Associates Insurance Fund of The SALI Multi-Series Fund L.P. (18,750 Series A Warrants). Following the sale by Stilwell Associates Insurance Fund of The SALI Multi-Series Fund L.P., it holds zero Series A Warrants. Each Series A Warrant represents the right to purchase one share of common stock at the exercise price. |
4. Purchases and sales represent transfers to Stilwell Activist Investments, L.P. (17,704 Series B Warrants) and Stilwell Activist Fund, L.P. (1,046 Series B Warrants) from Stilwell Associates Insurance Fund of The SALI Multi-Series Fund L.P. (18,750 Series B Warrants). Following the sale by Stilwell Associates Insurance Fund of The SALI Multi-Series Fund L.P., it holds zero Series B Warrants. Each Series B Warrant represents the right to purchase one share of common stock at the exercise price. |
/s/ Joseph Stilwell | 12/27/2013 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |