SC 13D/A

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

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 1)

Unico American Corporation

(Name of Issuer)

Common Stock, $0 par value per share

(Title of Class of Securities)

904607108

(CUSIP Number)

James J. Frolik

Ellyn Roberts

Shartsis Friese LLP

One Maritime Plaza

18^th Floor

San Francisco, CA 94111

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

September 26, 2019

(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 sections 240.13d-1(e), 240.13d-1(f) or 140.13d-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 section 240.13d-7 for other parties to whom copies are to be sent.

* 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.

The information required in 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).

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

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CUSIP No. 904607108

1. Names of Reporting Persons.

Ambina Partners LLC

2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ______
(b) ______

3. SEC Use Only

4. Source of Funds (See Instructions) WC

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ____

6. Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With	7. Sole Voting Power 0
	8. Shared Voting Power 429,255
	9. Sole Dispositive Power 0
	10. Shared Dispositive Power 429,255

11. Aggregate Amount Beneficially Owned by Each Reporting Person 429,255

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) ______

13. Percent of Class Represented by Amount in Row (11) 8.1

14. Type of Reporting Person (See Instructions) OO

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CUSIP No. 904607108

1. Names of Reporting Persons.

Gregory M. Share

2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ______
(b) ______

3. SEC Use Only

4. Source of Funds (See Instructions) AF

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ____

6. Citizenship or Place of Organization U.S.A.

Number of Shares Beneficially Owned by Each Reporting Person With	7. Sole Voting Power 0
	8. Shared Voting Power 429,255
	9. Sole Dispositive Power 0
	10. Shared Dispositive Power 429,255

11. Aggregate Amount Beneficially Owned by Each Reporting Person 429,255

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) ______

13. Percent of Class Represented by Amount in Row (11) 8.1

14. Type of Reporting Person (See Instructions) IN

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CUSIP No. 904607108

Item 1. Security and Issuer

This statement relates to shares of Common Stock, $0 par value per share (the "Stock"), of Unico American Corporation (the "Issuer"). The principal executive office of the Issuer is located at 26050 Mureau Road, Calabasas, California 91302.

Item 2. Identity and Background

The persons filing this statement and the persons enumerated in Instruction C of Schedule 13D and, where applicable, their respective places of organization, general partners, directors, executive officers and controlling persons, and the information regarding them, are as follows:

(a) Ambina Partners LLC (“Ambina”)

Gregory M. Share

(collectively, the "Filers").

(b) The business address of the Filers is

309 Greenwich Ave., Suite 201

Greenwich, CT 06830

(c) Ambina is an investment firm. Mr. Share is Ambina’s Manager and control person.

(d) During the last five years, none of the Filers has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, none of the Filers 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.

(f) Ambina is organized in Delaware. Mr. Share is a U.S. citizen.

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CUSIP No. 904607108

Item 3. Source and Amount of Funds or Other Consideration

The source and amount of funds used in purchasing the Stock were as follows:

Purchaser	Source of Funds	Amount
Ambina	Working Capital	$2,895,255

Item 4. Purpose of Transaction

The Filers acquired the Stock for investment.

On September 26, 2019, the Filers sent the letter attached as Exhibit B to the Issuer’s Board of Directors suggesting that the Issuer improve the quality of its Board by adding two nominees proposed by Ambina, amend the Issuer’s Bylaws to reflect standards advocated by leading corporate governance organizations, actively engage with Ambina to discuss any new proposals Ambina may make in the future to acquire the Issuer and provide shareholders with detailed quarterly reporting. In addition to those actions, the Filers may decide to purchase at any time or times additional shares of Stock or other securities of the Issuer. They also may at any time or times dispose of any or all securities of the Issuer in any lawful manner. In pursuing their purposes, the Filers may also engage in option, swap or other derivative securities transactions with respect to or otherwise deal in the Stock at times, and in such manner, as they deem advisable to benefit from changes in the Stock's market price, changes in the Issuer's operations, business strategy or prospects, or from the sale or merger of the Issuer. To evaluate such alternatives, the Filers routinely will monitor the Issuer's operations, prospects, business development, management, competitive and strategic matters, capital structure and prevailing market conditions, as well as alternative investment opportunities, the Filers' liquidity requirements and other investment considerations. Consistent with their investment and evaluation criteria, the Filers may discuss such matters with the Issuer's management, the Board of Directors, other stockholders, industry analysts, existing or potential strategic partners or competitors, investment and financing professionals, sources of credit and other investors. Such factors and discussions may result in the Filers' selling or acquiring more Stock.

The Filers also may propose other changes in the Issuer’s operations, governance or capitalization, or propose or take one or more of the other actions described in sections (a) through (j) of Item 4 of Schedule 13D. The Filers also may formulate other plans and take such actions with respect to the Stock.

Item 5. Interest in Securities of the Issuer

The beneficial ownership of the Stock by each Filer at the date hereof is reflected on that Filer’s cover page.

On September 16, 2019, Ambina purchased 17,099 shares of the Stock for $5.85 per share in an open market transaction, which is the Filers’ only transaction in the Stock since 60 days before date on cover page.

Item 6. Contracts, Arrangement, Understandings or Relationships with Respect to Securities of the Issuer

Mr. Share is Ambina’s Manager pursuant to a limited liability company agreement providing to Mr. Share the authority, among other things, to invest Ambina’s funds in the Stock, to vote and dispose of Stock and to file this statement on Ambina’s behalf.

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CUSIP No. 904607108

Item 7. Material to Be Filed as Exhibits

Exhibit A Agreement Regarding Joint Filing of Statement on Schedule 13D or 13G

Exhibit B Letter dated September 26, 2019 to the Issuer’s Board of Directors

SIGNATURES

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

Dated: September 26, 2019

Ambina Partners LLC


By: /s/ Gregory M. Share

Manager

/s/ Gregory M. Share

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CUSIP No. 904607108

EXHIBIT A

AGREEMENT REGARDING JOINT FILING

OF STATEMENT ON SCHEDULE 13D OR 13G

The undersigned agree to file jointly with the Securities and Exchange Commission (the “SEC”) any and all statements on Schedule 13D or Schedule 13G or Forms 3, 4 or 5(and any amendments or supplements thereto) required under section 13(d) and 16(a) of the Securities Exchange Act of 1934, as amended, in connection with purchases by the undersigned of the securities of any issuer. For that purpose, the undersigned hereby constitute and appoint Ambina Partners LLC, a Delaware limited liability company, as their true and lawful agent and attorney-in-fact, with full power and authority for and on behalf of the undersigned to prepare or cause to be prepared, sign, file with the SEC and furnish to any other person all certificates, instruments, agreements and documents necessary to comply with section 13(d) and section 16(a) of the Securities Exchange Act of 1934, as amended, in connection with said purchases, and to do and perform every act necessary and proper to be done incident to the exercise of the foregoing power, as fully as the undersigned might or could do if personally present.

Dated: September 26, 2019

Ambina Partners LLC


By: /s/ Gregory M. Share

Manager

/s/ Gregory M. Share

EX-99

309 Greenwich Ave

Suite 201

Greenwich, CT 06830

September 26, 2019

Unico American Corporation

Attn: Mr. Cary Cheldin, Chairman

26050 Mureau Rd

Calabasas, CA 91302

Dear Mr. Cheldin:

I am writing to you on behalf of Ambina Partners, LLC (“Ambina”) which, together with its affiliates, owns more than 8% of the outstanding common stock of Unico American Corporation (NASDAQ: UNAM) (“Unico” or the “Company”). Ambina is disappointed with Unico’s corporate governance, operating and share price performance. Although Ambina is a long-term investor that engages constructively with its portfolio companies, Unico’s Board of Directors (the “Board”) and management team have refrained from addressing our concerns. Our hope is that this letter will persuade the Board to reevaluate its stance on engaging with us.

Our View: Unico Stands At A Crossroads

In our view, Unico’s leadership no longer has the confidence of its shareholders, its stakeholders and the broader marketplace as evidenced by:

• the sustained decline in its share price;

• the rating downgrade by AM Best;

• concerns about the Board’s independence and ability to serve as a check on management;

• a premium decline reflecting a loss of confidence among its producers;

• perceived difficulty among producers to transact with Crusader versus its peers;

• repeated delays in developing, purchasing or implementing information technology systems; and

• adverse development of its loss reserves due to what appears to be claims mismanagement.

Shareholders holding Unico shares over the past five years have lost more than 50% of their value vs. a 46% increase in the Russell 2000—representing a delta of close to 100%. Such total shareholder return figures suggest fundamental issues exist with the Company.

Note: Calculations as of September 18^th, 2019 including total returns.

(1) Average return for specialty insurance companies including: EMCI, GBLI, HALL, JRVR, KNSL, and UFCS. Five year return calculation excludes James River Group (JRVR) and Kinsale Capital Group (KNSL) which went public after September 18^th, 2014.

In recent years, we have attempted to enter into a constructive dialogue with Unico’s leadership in order to improve the Company’s financial performance, corporate governance and shareholder communication. Our objective has been to provide suggestions that, if implemented and executed successfully, would have helped the Company reverse its downward trajectory. Our recommendations are based on decades of experience investing in the insurance industry and in small-cap public companies.

However, Unico has disregarded our recommendations, which we interpret as a lack of attention to maximizing shareholder and stakeholder value.

As a small business specialty insurer writing hard to place lines, Unico should be in a significantly better position today. While Unico has not earned a positive return on equity (ROE) and has declined, small business specialty insurers in general have seen profitable growth over the last few years. In comparison, well run specialty carriers such as Kinsale Capital Group (TK: KNSL), have earned ROEs of 20% with growth rates of over 30%. Please note that ten years ago, Kinsale, which currently has an equity market capitalization in excess of $2.0 billion, had a book value and market capitalization similar to Unico before the two companies’ fortunes diverged.

Our Recommendation: Enhance the Board, Improve Corporate Governance Policies and Consider Viable Alternatives

On July 10, 2019, the Company made a series of changes to its Bylaws which appear to be directed towards providing further indemnification to its Directors and officers. Non-industry standard Bylaws with respect to minority shareholders were not addressed. As an example, we strongly recommend that the Board review Article 2, Section 2 to lower the threshold required to hold a special meeting from 67% to 10%, a threshold advocated by Institutional Shareholder Services and Glass Lewis, the two leading corporate governance advisory firms.

To ensure that all shareholders receive the full benefit of our experience, we recently requested that the

Board of Directors add two individuals put forth as nominees by Ambina. We provided resumes and access to four highly-qualified candidates, each of whom has a background relevant to solving the Company’s current problems. The Company, however, chose not to engage and did not even meet with or interview Ambina’s proposed Directors.

We also recently indicated our interest in acquiring 100% of Unico at an attractive premium to its recent trading price. However, the Company and the Board of Directors chose not to engage with us in discussions.

Taking the above into consideration, we suggest that the Company and its Board take the following actions:

• improve the quality of its Board by adding two of the nominees proposed by Ambina;

• actively engage with us to discuss any new proposals we may make in the future to acquire Unico;

• amend the Company’s Bylaws to reflect standards advocated by leading corporate governance organizations, and;

• provide investors detailed quarterly reporting that includes (x) premium and loss ratios by year and by program/line of business, (y) forward looking premium and earnings estimates and (z) a description of key initiatives being undertaken with dates when each initiative will be completed and the financial and operating results of such initiative.

Acting on the above points in a timely manner can support Unico’s return to a more successful trajectory and deliver value to shareholders.

We look forward to hearing from you.

Sincerely,

Greg Share

Managing Partner

About Ambina Partners

Ambina is a private investment firm focused on investments in insurance and the financial services industry, including related technology and business services companies. Since 2016, the firm has made eight investments in growth-oriented companies. Ambina was founded and is led by Greg Share who has over 20 years of investing experience. He has served in senior leadership roles at private equity firms including Madison Dearborn Partners, Fortress Investment Group and Moelis & Company. Mr. Share has a history of working closely with management teams and boards to drive value creation. He has helped to build large and lasting businesses through his experience as an early partner at both Moelis and Fortress (each of which became publicly traded entities with market capitalizations exceeding $1 billion) and served as the Chairman and founding equity provider of Kinsale Capital Group (TK: KNSL), where he remains a director. He holds a BSc in Economics from the Wharton School and is a CFA charter holder.