*
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The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
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CUSIP No. 59833J107
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1
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Names of reporting persons
Douglas K. Bratton
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2
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Check the appropriate box if a member of a group (see instructions)
(a) ☐ (b) ☐
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3
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SEC use only
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4
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Source of funds (see instructions)
AF
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5
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Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ◻
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6
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Citizenship or place of organization
United States
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Number of
shares
beneficially
owned by
each
reporting
person
with
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7
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Sole voting power:
0
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8
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Shared voting power:
134,706,848 (1)
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9
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Sole dispositive power:
0
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10
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Shared dispositive power:
222,222,222 (1)
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11
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Aggregate amount beneficially owned by each reporting person
222,222,222 (1)
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12
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Check box if the aggregate amount in Row 11 excludes certain shares (see instructions)
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13
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Percent of class represented by amount in Row 11
16.3% (1)(2)
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14
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Type of reporting person (see instructions)
IN
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CUSIP No. 59833J107
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1
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Names of reporting persons
Crestline Investors, Inc.
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2
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Check the appropriate box if a member of a group (see instructions)
(a) ☐ (b) ☐
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3
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SEC use only
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4
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Source of funds (see instructions)
AF
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5
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Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ◻
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6
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Citizenship or place of organization
DELAWARE
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Number of
shares
beneficially
owned by
each
reporting
person
with
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7
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Sole voting power:
0
|
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|
8
|
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Shared voting power:
134,706,848 (1)
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|||
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9
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Sole dispositive power:
0
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|||
|
10
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Shared dispositive power:
222,222,222 (1)
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|||
11
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Aggregate amount beneficially owned by each reporting person
222,222,222 (1)
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||||
12
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Check box if the aggregate amount in Row 11 excludes certain shares (see instructions)
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||||
13
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Percent of class represented by amount in Row 11
16.3% (1)(2)
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14
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Type of reporting person (see instructions)
CO
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CUSIP No. 59833J107
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1
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Names of reporting persons
Crestline Management, L.P.
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2
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Check the appropriate box if a member of a group (see instructions)
(a) ☐ (b) ☐
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3
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SEC use only
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||||
4
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Source of funds (see instructions)
AF
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5
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Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ◻
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6
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Citizenship or place of organization
DELAWARE
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Number of
shares
beneficially
owned by
each
reporting
person
with
|
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7
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Sole voting power:
0
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8
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Shared voting power:
134,706,848 (1)
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9
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Sole dispositive power:
0
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10
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Shared dispositive power:
222,222,222 (1)
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11
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Aggregate amount beneficially owned by each reporting person
222,222,222 (1)
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12
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Check box if the aggregate amount in Row 11 excludes certain shares (see instructions)
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13
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Percent of class represented by amount in Row 11
16.3% (1)
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14
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Type of reporting person (see instructions)
PN
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CUSIP No. 59833J107
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1
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Names of reporting persons
Crestline Assurance Holdings LLC
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2
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Check the appropriate box if a member of a group (see instructions)
(a) ☐ (b) ☐
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3
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SEC use only
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4
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Source of funds (see instructions)
WC
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5
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Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ◻
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6
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Citizenship or place of organization
DELAWARE
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||||
Number of
shares
beneficially
owned by
each
reporting
person
with
|
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7
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Sole voting power:
0
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8
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Shared voting power:
134,706,848 (1)
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9
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Sole dispositive power:
0
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|||
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10
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Shared dispositive power:
222,222,222 (1)
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|||
11
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Aggregate amount beneficially owned by each reporting person
222,222,222 (1)
|
||||
12
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Check box if the aggregate amount in Row 11 excludes certain shares (see instructions)
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13
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Percent of class represented by amount in Row 11
16.3% (1)(2)
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14
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Type of reporting person (see instructions)
OO
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ITEM 1.
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SECURITY AND ISSUER
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ITEM 2.
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IDENTITY AND BACKGROUND
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(a), (b), (c), (f)
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The persons and entities filing this Schedule 13D are Crestline Assurance Holdings LLC, a Delaware limited liability company (“Crestline Assurance”), Crestline Management, L.P. (“Crestline Management”), a Delaware limited partnership,
Crestline Investors, Inc., a Delaware corporation (“Crestline”), and Douglas K. Bratton (collectively, the “Reporting Persons”). A copy of their agreement in writing to file this statement on behalf of each of them is attached hereto as
Exhibit A. Douglas K. Bratton is the Manager of Crestline Assurance and Crestline Management is the Sole Member of Crestline Assurance. Crestline is the general partner of Crestline Management. Mr. Bratton is the sole director of Crestline.
Mr. Bratton, Caroline Ann Cooley and John S. Cochran are the executive officers of Crestline and Mr. Bratton and Mr. Cochran are executive officers of Crestline Assurance.
As a result of agreements contained in the Stockholders Agreement (as defined below), the Reporting Persons may be deemed to be members of a Section 13(d) group with Vespoint LLC, Xenith Holdings LLC, A. Michael Salem and Michael W.
Minnich (collectively, the “Vespoint Persons”). The Vespoint Persons file on Schedule 13D separately. For information on the Vespoint Persons and shares of Common Stock reported as beneficially owned by the Vespoint Persons, please refer to
the Schedule 13D, as amended, filed by the Vespoint Persons with respect to the shares of Common Stock.
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The address of the principal place of business for the Reporting Persons and the executive officers of Crestline is 201 Main Street, Suite 1900, Fort Worth, TX 76102.
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The principal business of each of the Reporting Persons is asset management.
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The name, citizenship and present principal occupation of each of the director and executive officers of Crestline are set forth below.
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Directors
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Douglas K. Bratton – USA Citizenship
President and Chief Executive Officer, Crestline Investors, Inc.
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Executive Officers
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Caroline Ann Cooley – USA Citizenship
Vice President and Senior Portfolio Manager, Crestline Investors, Inc.
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John S. Cochran – USA Citizenship
Vice President and Chief Operating Officer, Crestline Investors, Inc.
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(d), (e)
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During the last five years, none of the Reporting Persons and none of the other persons identified in response to this Item 2 was convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or was a party to
a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with respect to such laws.
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ITEM 3.
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SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
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ITEM 4.
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PURPOSE OF THE TRANSACTION
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ITEM 5.
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INTEREST IN SECURITIES OF THE ISSUER
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(a)
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Crestline Assurance directly beneficially owns 222,222,222 shares of Common Stock. The manager of Crestline Assurance is Douglas K. Bratton and the Sole Member of Crestline Assurance is Crestline Management. Crestline is the general
partner of Crestline Management. Douglas K. Bratton is the sole director of Crestline. Crestline Assurance is controlled by Mr. Bratton and Mr. Bratton has voting and investment power over all securities of the Issuer held by Crestline
Assurance, other than, with respect to voting power, those shares that are Proxy Shares. Crestline Assurance, Crestline Management, Crestline and Mr. Bratton may each be deemed to beneficially own all securities of the Issuer held directly by
Crestline Assurance.
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The 222,222,222 shares of Common Stock beneficially owned by the Reporting Persons represents approximately 16.3% of the outstanding Common Stock based on 1,023,408,553 shares of Common Stock of the Issuer outstanding as of March 12, 2020,
as reported in the Issuer’s Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 13, 2020, plus the 222,222,222 shares of Common Stock and 115,044,467 shares of Common Stock issued by the Issuer on April 24, 2020, as
reported in the Issuer’s Form 8-K filed with the SEC on April 24, 2020.
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(b)
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Crestline Assurance, Crestline Management, Crestline and Mr. Bratton share the power to (i) vote and direct the vote of 134,706,848 share of Common Stock beneficially owned by Crestline Assurance and (ii) dispose of and direct the
disposition of the 222,222,222 shares of Common Stock beneficially owned by Crestline Assurance.
If the Reporting Persons and the Vespoint Persons are deemed to have formed a Section 13(d) group, such group would beneficially own 1,222,757,011 shares of Common Stock in the aggregate, although in no case do any of Reporting Persons or
the Vespoint Persons have or share voting or investment power with respect to the entirety of that number of shares of Common Stock. See the discussion of the Stockholders Agreement in Item 4.
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(c)
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The information in Item 4 is incorporated herein by reference. Other than as disclosed in Item 4 of this Schedule 13D, the Reporting Persons have not effected any transactions in shares of Common Stock during the sixty days preceding the
date of this Schedule 13D.
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(d)
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Not applicable.
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(e)
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Not applicable.
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ITEM 6.
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CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
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ITEM 7.
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MATERIAL TO BE FILED AS EXHIBITS
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Exhibit A
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Joint Filing Agreement by and among the Reporting Persons.
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Exhibit B
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Securities Purchase Agreement, dated April 24, 2020, by and among Midwest Holding Inc., Xenith Holdings LLC, Vespoint LLC and Crestline Assurance Holdings LLC (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on
Form 8-K filed with the SEC on April 24, 2020).
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Exhibit C
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Stockholders Agreement, dated April 24, 2020, by and among Midwest Holding Inc., Crestline Assurance Holdings LLC, Xenith Holdings LLC, Vespoint LLC, Michael Minnich and A. Michael Salem (incorporated by reference to Exhibit 10.3 to the
Issuer’s Current Report on Form 8-K filed with the SEC on April 24, 2020).
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CRESTLINE ASSURANCE HOLDINGS LLC
|
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Date:
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05/04/2020
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By:
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/s/ Douglas K. Bratton
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Name:
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Douglas K. Bratton
|
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Title:
|
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Manager
|
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CRESTLINE MANAGEMENT, L.P.
|
|||||
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By:
|
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Crestline Investors, Inc., its general partner
|
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Date:
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05/04/2020
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By:
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/s/ John S. Cochran
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Name:
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John S. Cochran
|
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Title:
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Vice President
|
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CRESTLINE INVESTORS, INC.
|
|||||
Date:
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05/04/2020
|
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By:
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/s/ John S. Cochran
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Name:
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John S. Cochran
|
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Title:
|
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Vice President
|
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DOUGLAS K. BRATTON
|
|||||
Date:
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05/04/2020
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/s/ Douglas K. Bratton
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Dated: May 4, 2020
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Crestline Assurance Holdings LLC
|
|||
|
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/s/ Douglas K. Bratton
|
||||
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By:
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Douglas K. Bratton
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Title:
|
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Manager
|
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CRESTLINE MANAGEMENT, L.P.
|
||||
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By:
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Crestline Investors, Inc.
|
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Its:
|
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General Partner
|
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/s/ John S. Cochran
|
||||
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By:
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John S. Cochran
|
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Title:
|
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Vice President
|
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CRESTLINE INVESTORS, INC.
|
||||
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/s/ John S. Cochran
|
||||
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By:
|
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John S. Cochran
|
||
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Title:
|
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Vice President
|
||
|
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DOUGLAS K. BRATTON
|
||||
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/s/ Douglas K. Bratton
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