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*
SCHWARZ MARK E

(Last) (First) (Middle)
200 CRESCENT COURT
SUITE 1400

(Street)
DALLAS TX 75201

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
HALLMARK FINANCIAL SERVICES INC [ HALL ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Executive Chairman
3. Date of Earliest Transaction (Month/Day/Year)
09/17/2013
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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)
Code V Amount (A) or (D) Price
Common Stock 130,805 D(1)
Common Stock 09/17/2013 P 25,000 A $8.8(2) 949,702 I(3) Shares directly owned by NCM Services, Inc.(3)
Common Stock 134,376 I(3) Shares directly owned by Newcastle Capital Management, L.P.(3)
Common Stock 3,730,432 I(3) Shares directly owned by Newcastle Partners, L.P.(3)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Director Stock Option (right to buy) $12.52 (4) 05/24/2017 Common Stock 10,000 10,000 D(5)
Director Stock Option (right to buy) $11.46 (4) 05/22/2018 Common Stock 5,000 5,000 D(5)
Director Stock Option (right to buy) $6.61 (6) 04/01/2019 Common Stock 200,000 200,000 D(5)
Director Stock Option (right to buy) $6.99 (4) 12/31/2021 Common Stock 14,157 14,157 D(5)
1. Name and Address of Reporting Person*
SCHWARZ MARK E

(Last) (First) (Middle)
200 CRESCENT COURT
SUITE 1400

(Street)
DALLAS TX 75201

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Executive Chairman
1. Name and Address of Reporting Person*
Schwarz 2012 Family Trust

(Last) (First) (Middle)
200 CRESCENT COURT
SUITE 1400

(Street)
DALLAS TX 75201

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
NCM SERVICES, INC.

(Last) (First) (Middle)
200 CRESCENT COURT
SUITE 1400

(Street)
DALLAS TX 75201

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
NEWCASTLE CAPITAL GROUP LLC

(Last) (First) (Middle)
200 CRESCENT COURT
SUITE 1400

(Street)
DALLAS TX 75201

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
NEWCASTLE CAPITAL MANAGEMENT LP

(Last) (First) (Middle)
200 CRESCENT COURT
SUITE 1400

(Street)
DALLAS TX 75201

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
NEWCASTLE PARTNERS L P

(Last) (First) (Middle)
200 CRESCENT COURT
SUITE 1400

(Street)
DALLAS TX 75201

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Shares owned directly by Mr. Schwarz.
2. Represents the weighted average purchase price of transactions effected at prices ranging from $8.75 per share to $8.80 per share. Upon written request by the SEC, the Issuer or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares purchased at each separate price.
3. Mr. Schwarz is the sole trustee of the Schwarz 2012 Family Trust (the "Trust") and a director and officer of NCM Services, Inc. ("NCMS"). The Trust is the sole shareholder of NCMS, which is the sole member of Newcastle Capital Group, L.L.C. ("NCG"), which is the general partner of Newcastle Capital Management, L.P. ("NCM"), which is the general partner of Newcastle Partners, L.P. ("NP"). Accordingly, Mr. Schwarz may be deemed the beneficial owner of all shares held by any of the Trust, NCMS, NCG, NCM or NP, and each of these entities may be deemed the beneficial owner of all shares held by the entities which they directly or indirectly own or control.
4. Options are presently fully exercisable.
5. Options directly owned by Mr. Schwarz.
6. Options vest in seven equal annual installments commencing April 1, 2010.
Remarks:
Steven D. Davidson as Attorney-In-Fact for all Reporting Persons 09/19/2013
** 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.
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