SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 2)

National General Holdings Corp.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

636220 303

(CUSIP Number)

Michael Karfunkel

c/o National General Holdings Corp.

59 Maiden Lane, 38^th Floor

New York, NY 10038

(212) 380-9500

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

August 12, 2015

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box  ¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Continued on following pages)

(Page 1 of 26 Pages)

This statement relates to the common stock, par value $0.01 per share (the “Common Stock”), of National General Holdings Corp., a Delaware corporation (the “Issuer”). The Issuer’s principal executive offices are located at 59 Maiden Lane, 38^th Floor, New York, New York 10038.

The places of organization and business addresses for the remainder of the Group members, AFSI, ANAF and INSCO are as follows:

AII (Bermuda): 7 Reid Street, Suite 400, Hamilton HM 11, Bermuda

AICK (Kansas): 12790 Merit Drive, Suite 200, Dallas, TX 75251

AIIC (Florida): 903 N.W. 65^th Street, Suite 300, Boca Raton, FL 33487-2864

CIC (Michigan): Suite 30, 401 S. Old Woodward Avenue, Birmingham, MI 48009

COIC (Florida): 5011 Gate Parkway, Building 100, Suite 100, Jacksonville, FL 32256

FNIC (Delaware): 1 S. Wacker Drive, Suite 2380, Chicago, IL 60606

DSI (Iowa): 17771 Cowan, Suite 100, Irvine, CA 92623-9725

ICC (California): 17771 Cowan, Suite 100, Irvine, CA 92623-9725

MCIC (Wisconsin): 400 S. Executive Drive, Suite 150, Brookfield, WI 53005

SNIC (Delaware): 12790 Merit Drive, Suite 200, Dallas, TX 75251

SEQ (California): 31 Upper Ragsdale, Monterey, CA 93940

SIC (Nevada): 31 Upper Ragsdale, Monterey, CA 93940

TIC (New Hampshire): 59 Maiden Lane, 43^rd Floor, New York, NY 10038

WIC (Delaware): 59 Maiden Lane, 43^rd Floor, New York, NY 10038

AFSI (Delaware): 59 Maiden Lane, 43^rd Floor, New York, NY 10038

ANAF (Florida): 903 N.W. 65^th Street, Suite 300, Boca Raton, FL 33487-2864

INSCO (California): 17771 Cowan, Suite 100, Irvine, CA 92623-9725

The business addresses of each director and executive officer of the Group members that are corporate entities, and each director, executive officer and controlling person of AFSI, ANAF and INSCO are listed on Schedule I hereto.

The funds used by the Group to make the acquisitions of Common Stock reported in this Schedule 13D/A are solely those of each member of the Group. The source of these funds was the private funds or working capital of each member of the Group. No borrowed funds were used to purchase any of the securities described herein.

For diversification purposes, on August 12, 2015, AII transferred in exchange for investments of equivalent value 6,141,502 shares of the Issuer’s Common Stock to certain Group members, all of which are subsidiaries of AFSI. There was no reduction in the aggregate holdings of the Issuer’s Common Stock (12,295,430 shares) by the subsidiaries of AFSI as a result of this transaction.

The purpose of this filing is to (i) report the updated beneficial ownership percentage of the Group as a result of an issuance of 11,500,000 shares of the Issuer’s Common Stock completed on August 18, 2015 and (ii) report that AII transferred in exchange for investments of equivalent value shares of the Issuer’s Common Stock to certain affiliates for diversification purposes, and each of these affiliates was added as a member of the Group. Each member of the Group reserves the right to acquire or dispose of additional securities of the Issuer.

Each member of the Group intends to continuously evaluate its individual investments in the Issuer and may acquire or dispose of shares of Common Stock, other securities of the Issuer, or loans or other interests in the Issuer. Each member of the Group may hedge all or a portion of its individual investment in the Issuer and enter into derivative transactions relating to the Common Stock or other securities or loans of the Issuer. The Group may work with the Issuer and the Issuer’s financial advisors or with third parties to develop plans and proposals for the Issuer. These plans or proposals may involve or relate to: (i) a merger, consolidation, joint venture or other business combination or extraordinary corporate transaction involving the Issuer or its subsidiaries; (ii) a sale of the Issuer or its subsidiaries; (iii) the disposition in one or more transactions, of the shares of Common Stock held by the Group, including by a spin-off or split-off; (iv) a sale or purchase of assets of the Issuer or its subsidiaries or other similar actions; or (v) one or more of the events set forth in Items 4(a) through (j) of Schedule 13D.

Except as described in the preceding paragraph, none of the members of the Group nor AFSI, ANAF or INSCO, nor to the Group’s knowledge, any of the persons listed on Schedule I hereto currently has any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a) through (j) of Schedule 13D, although any member of the Group, AFSI, ANAF and INSCO and any of the persons listed on Schedule I hereto may, from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto.

As of the date hereof, the following shares of Common Stock are beneficially owned by each Group member, reflecting the noted percentage of the Issuer’s 105,432,243 outstanding shares of Common Stock as of August 18, 2015:

AII: 6,153,928 shares of Common Stock, 5.84%

AICK: 52,514 shares of Common Stock, 0.05%

AIIC: 309,976 shares of Common Stock, 0.29%

CIC: 225,368 shares of Common Stock, 0.21%

COIC: 205,123 shares of Common Stock, 0.19%

FNIC: 218,323 shares of Common Stock, 0.21%

DSI: 210,902 shares of Common Stock, 0.20%

ICC: 26,702 shares of Common Stock, 0.03%

MCIC: 52,098 shares of Common Stock, 0.05%

SNIC: 1,098,674 shares of Common Stock, 1.04%

SEQ: 388,063 shares of Common Stock, 0.37%

SIC: 35,595 shares of Common Stock, 0.03%

TIC: 1,573,998 shares of Common Stock, 1.49%

WIC: 1,744,166 shares of Common Stock, 1.65%

The beneficial ownership of certain of the directors and officers of the Group members that are corporate entities is included in Schedule I hereto. Except to the extent noted in this Item 5(a) and in Schedule I hereto, none of the members of the Group that are corporate entities, nor AFSI, ANAF or INSCO, nor to the Group’s knowledge any of the other persons listed on Schedule I hereto beneficially holds any shares of Common Stock.

The Group members are party to a registration rights agreement with the Issuer pursuant to which the Issuer has agreed to provide these members of the Group with certain rights to require the Issuer to register the members’ shares of Common Stock.

Barry D. Zyskind executed a Limited Power of Attorney as authorized by the Family Trust, pursuant to which Mr. Zyskind appointed Leah Karfunkel as attorney-in-fact to exercise sole and exclusive voting, investment and dispositive power over the shares of Common Stock held in the Family Trust.

Pursuant to a lock-up agreement entered into by members of the Group in connection with the Issuer’s public offering of Common Stock in August 2015, the members of the Group have agreed not to sell their shares of Common Stock until 90 days following August 12, 2015.

Exhibit 99.1 – Registration Rights Agreement, dated as of October 16, 2009, and as amended by joinder, by and among National General Holdings Corp., the Michael Karfunkel Family 2005 Trust, Michael Karfunkel, AmTrust International Insurance, Ltd., and AmTrust Insurance Company of Kansas, Inc., Associated Industries Insurance Company, Inc., Comp Options Insurance Company, Inc., CorePointe Insurance Company, First Nonprofit Insurance Company, Developers Surety and Indemnity Company, Indemnity Company of California, Milwaukee Casualty Insurance Co., Security National Insurance Company, Sequoia Insurance Company, Sequoia Indemnity Company, Technology Insurance Company, Inc. and Wesco Insurance Company, as assignee of AmTrust International Insurance, Ltd. (incorporated by reference to Exhibit 4.2 to National General Holdings Corp.’s Registration Statement on Form S-1 (No. 333-190454) filed on August 7, 2013).

Exhibit 99.2 – Limited Power of Attorney, dated July 28, 2015, executed by Barry D. Zyskind (incorporated by reference to Exhibit A to the Schedule 13D/A, dated July 28, 2015, filed by Michael Karfunkel, Leah Karfunkel and AmTrust International Insurance, Ltd.).

Exhibit 99.3 – Joint Filing Agreement, dated as of August 18, 2015, by and among Michael Karfunkel, Leah Karfunkel, AmTrust International Insurance, Ltd., AmTrust Insurance Company of Kansas, Inc., Associated Industries Insurance Company, Inc., Comp Options Insurance Company, Inc., CorePointe Insurance Company, First Nonprofit Insurance Company, Developers Surety and Indemnity Company, Indemnity Company of California, Milwaukee Casualty Insurance Co., Security National Insurance Company, Sequoia Insurance Company, Sequoia Indemnity Company, Technology Insurance Company, Inc. and Wesco Insurance Company.

Exhibit 99.4 – Form of 2015 Lock-Up Agreement entered into by and between each member of the Group and Morgan Stanley & Co. LLC

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

August 18, 2015

SCHEDULE I

Exhibit 99.3

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Schedule 13D (including any and all amendments thereto) with respect to the Common Stock, par value $0.01 per share, of National General Holdings Corp., and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.

The undersigned further agree that each party hereto is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.

This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.

IN WITNESS WHEREOF, the undersigned have executed this Joint Filing Agreement as of August 18, 2015.

Exhibit 99.4

August ___, 2015

Morgan Stanley & Co. LLC

on behalf of the several Underwriters

named in Schedule II to the Underwriting Agreement

c/o Morgan Stanley & Co. LLC

     1585 Broadway

     New York, NY 10036

Ladies and Gentlemen:

The undersigned understands that Morgan Stanley & Co. LLC (“Morgan Stanley”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with National General Holdings Corp., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters, including Morgan Stanley (the “Underwriters”), of              shares (the “Shares”) of the common stock, par value $0.01 per share, of the Company (the “Common Stock”).

To induce the Underwriters that may participate in the Public Offering to continue their efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of Morgan Stanley on behalf of the Underwriters, it will not, during the period commencing on the date hereof and ending 90 days after the date of the final prospectus (the “Restricted Period”) relating to the Public Offering (the “Prospectus”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned (as such term is used in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), by the undersigned or any other securities so owned convertible into or exercisable or exchangeable for Common Stock or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (a) transfers of shares of Common Stock or any security convertible into Common Stock as a bona fide gift, (b) transfers to any trust for the direct or indirect benefit of the undersigned or his or her immediate family or (c) dispositions from any grantor retained annuity trust; provided that in the case of any transfer or disposition pursuant to clause (a), (b) or (c), (i) each donee, trustee or transferee shall sign and deliver a lock-up letter substantially in the form of this letter, (ii) such transfer or disposition will not involve a disposition for value and (iii) no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Common Stock, shall be required or shall be voluntarily made during the Restricted Period, or (d) transfers of Common Stock pursuant to any Rule 10b5-1 plan existing on the date of the final prospectus, (e) transfers required pursuant to the Company’s 2010 Equity Incentive

A-1

Plan and 2013 Equity Incentive Plan in order to reimburse or pay U.S. federal income tax and withholding obligations in connection with vesting of restricted stock or restricted stock unit grants or (f) transfers to the undersigned’s affiliates, provided that each affiliate transferee shall sign and deliver a lock-up letter substantially in the form of this letter. For purposes of this paragraph, “immediate family” means any relationship by blood, marriage or adoption, not more remote than first cousin. In addition, the undersigned agrees that, without the prior written consent of Morgan Stanley on behalf of the Underwriters, it will not, during the Restricted Period, make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s shares of Common Stock except in compliance with the foregoing restrictions.

If:

(1) during the last 17 days of the Restricted Period the Company issues an earnings release or material news or a material event relating to the Company occurs; or

(2) prior to the expiration of the Restricted Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Restricted Period;

the restrictions imposed by this agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The undersigned hereby acknowledges that the Company has agreed in the Underwriting Agreement to provide written notice of any event that would result in an extension of the initial Restricted Period and agrees that any such notice properly delivered will be deemed to have been given to, and received by, the undersigned.

The undersigned shall not engage in any transaction that may be restricted by this agreement during the 34-day period beginning on the last day of the initial Restricted Period unless the undersigned requests and receives prior written confirmation from the Company or Morgan Stanley that the restrictions imposed by this agreement have expired.

The undersigned understands that the Company and the Underwriters are relying upon this agreement in proceeding toward consummation of the Public Offering. The undersigned further understands that this agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns.

Whether or not the Public Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will only be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Underwriters.