SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Hays James Charles

(Last)

(First)

(Middle)

800 GESSNER

SUITE 600

(Street)

HOUSTON

77024

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/12/2023

3. Issuer Name and Ticker or Trading Symbol
Skyward Specialty Insurance Group, Inc. [ SKWD ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	422,608	I	Marquis Lafayette, LLC⁽¹⁾
Common Stock	23,630⁽²⁾⁽³⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Preferred Series A Stock	⁽⁴⁾	⁽⁴⁾	Preferred Series A Stock	262,842.919	⁽⁴⁾	I	JWayne, LLC⁽¹⁾
Preferred Series A Stock	⁽⁵⁾	⁽⁵⁾	Preferred Series A Stock	46,289.62	⁽⁵⁾	I	Marquis Lafayette, LLC⁽¹⁾

Explanation of Responses:

1. The reporting person is the controlling member of the entity.

2. On January 1, 2021, the reporting person was granted a Restricted Stock Award in the amount of 7,582 shares of common stock. This award will fully vest on January 1, 2024.

3. On January 1, 2021, the reporting person was granted a Restricted Stock Award in the amount of 8,450 shares of common stock. This award will fully vest on January 1, 2024.

4. Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, upon the closing of its initial public offering, each share of convertible preferred stock will be automatically converted into shares of common stock of the issuer based on a conversion price equal to $6.04 per share of common stock. The 262,842.919 shares of stock reported on this form will convert into 2,175,851 shares of Common Stock upon the closing of the IPO.

5. Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, upon the closing of its initial public offering, each share of convertible preferred stock will be automatically converted into shares of common stock of the issuer based on a conversion price equal to $6.04 per share of common stock. The 46,289.620 shares of stock reported on this form will convert into 383,192 shares of Common Stock upon the closing of the IPO.

	/s/ Stacy E. Skelton, Attorney-in-Fact	01/12/2023
	** 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 5 (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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