UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
INTERNATIONAL GENERAL INSURANCE HOLDINGS LTD.
(Name of Issuer)
Common Shares $0.01 par value
(Title of Class of Securities)
G4809J 106
(CUSIP Number)
Michael Levitt, Esq.
Freshfields Bruckhaus Deringer US LLP
601 Lexington Avenue
New York, New York 10022
(212) 277-4000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
December 14, 2021
(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-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 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 disclosures provided in a prior cover page.
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).
SCHEDULE 13D
| CUSIP No. G4809J 106 | Page 2 of 6 |
| 1 |
Name of Reporting Person Wasef Jabsheh |
| 2 |
Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐ |
| 3 | SEC Use Only |
| 4 | Source of Funds (See Instructions) PF |
| 5 |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐ |
| 6 | Citizenship or Place of Organizations Jordan and Canada |
|
Number of Shares Beneficially Owned by Each Reporting Person With |
7 |
Sole Voting Power 18,094,026* |
| 8 |
Shared Voting Power 0 | |
| 9 |
Sole Dispositive Power 16,874,751* | |
| 10 |
Shared Dispositive Power 0 |
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person 18,094,026 |
| 12 |
Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares ☐ |
| 13 |
Percent of Class Represented by Amount in Row (11) 34.2%** |
| 14 |
Type of Reporting Person (See Instructions) IN |
| * | Of the total amount of common shares, par value $0.01 per share (“Common Shares”), of International General Insurance Holdings Ltd. (the “Issuer”), which Mr. Jabsheh (the “Reporting Person”) beneficially owns, (1) he has the present right to vote 14,094,026 Common Shares, (2) he has the right to dispose of 12,874,751 of these Common Shares and (3) he owns 4,000,000 warrants to acquire 4,000,000 Common Shares. | |
| ** | Calculations of percentage ownership in this Schedule 13D with respect to the Reporting Person are based upon a total of 52,885,441 Common Shares, which includes (i) 48,885,441 Common Shares of the Issuer outstanding as of October 15, 2021 and (ii) 4,000,000 Common Shares issuable upon the exercise of warrants to acquire Common Shares owned by the Reporting Person, as reported by the Issuer in the prospectus, dated as of November 3, 2021, filed by the Issuer with the U.S. Securities and Exchange Commission (the “SEC”) on November 3, 2021. In accordance with SEC rules governing beneficial ownership, the calculation of percentage ownership includes warrants held by the Reporting Person but does not include any other Common Shares issuable upon the exercise of any other outstanding warrants held by other persons. |
SCHEDULE 13D
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This Amendment No. 2 (this “Amendment No. 2”) amends and supplements certain information in the Schedule 13D, filed with the SEC on March 27, 2020 (the “Original 13D”) as amended by Amendment No. 1 to the Schedule 13D filed with the SEC on September 29, 2020 (“Amendment No. 1” and, together with the Original 13D and with this Amendment No. 2, the “Schedule 13D”) by the Reporting Person.
Except as set forth below, all Items of the Original 13D remain unchanged. All capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Original 13D.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 of the Original 13D is hereby amended by adding the following immediately after the first paragraph thereof:
“On March 31, 2021, the Issuer granted to the Reporting Person a restricted stock award of 132,190 Common Shares (the “Restricted Shares”). Of the Restricted Shares, 44,063 Common Shares vested on January 2, 2022. The remainder of the Restricted Shares vest in two equal installments on each of (i) January 2, 2023 and (ii) January 2, 2024. The Reporting Person has the right to vote, but not the right to dispose or direct the disposition of, the unvested Restricted Shares beneficially owned by the Reporting Person.
On December 14, 2021 and December 15, 2021, the Reporting Person purchased with personal funds in the open market 7,903 Common Shares at a purchase price of $7.76 per Common Share and 131,613 Common Shares at a purchase price of $7.80 per Common Share, respectively, for an aggregate purchase price of $61,452.03 and $1,026,674.98, respectively.”
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item (a) to (c) of Item 5 of the Original 13D are hereby amended as follows:
“(a) As of January 12, 2022, the Reporting Person beneficially owned 18,094,026 Common Shares, consisting of (i) 12,874,751 Common Shares, with respect to which the Reporting Person has a right to vote and dispose of, (ii) 4,000,000 warrants to purchase Common Shares at a price of $11.50 per Common Share, (iii) 1,131,148 Common Shares, 600,000 of which vest when the Common Shares achieve a price of $11.50 per share for 20 out of 30 trading days, 400,000 of which vest when the Common Shares achieve a price of $12.50 per share for 20 out of 30 trading days, and 131,148 of which vest when the Common Shares achieve a price of $15.25 per share for 20 out of 30 trading days, which the Reporting Person is deemed to beneficially own by virtue of having the right to vote (but not dispose of) such Common Shares and (iv) 88,127 Restricted Shares, of which 44,063 Restricted Shares vest on January 2, 2023 and 44,064 Restricted Shares vest on January 2, 2024, which the Reporting Person is deemed to beneficially own by virtue of having the right to vote (but not dispose of) such Restricted Shares. As of such date, in accordance with SEC rules for calculating percentages of beneficial ownership, the 18,094,026 Common Shares beneficially owned by the Reporting Person represented approximately 34.2% of the Common Shares of the Issuer.
(b) As of January 12, 2022, the Reporting Person has:
| ● | sole power to vote or direct the vote of 18,094,026 Common Shares; |
| ● | shared power to vote or direct the vote of 0 Common Shares; |
| ● | sole power to dispose or direct the disposition of 16,874,751 Common Shares; and |
| ● | shared power to dispose or direct the disposition of 0 Common Shares. |
As of January 12, 2022, the Reporting Person has the right to vote, but not the right to dispose or direct the disposition of, the 1,131,148 contingent unvested Common Shares and 88,127 unvested Restricted Shares beneficially owned by the Reporting Person. The Reporting Person will not have investment power over such shares until the vesting thereof.
(c) Except as otherwise described in Schedule A hereto, no transactions in the Common Shares of the Issuer were effected by the Reporting Person during the past 60 days.”
SCHEDULE 13D
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
Item 6 of the Original 13D is hereby further amended by adding the following after the last sentence of the last paragraph under the heading “Employment Agreement”:
“Restricted Share Award
The Reporting Person is party to an award agreement for the Restricted Shares with the Issuer (the “Restricted Share Agreement”) with respect to the 132,190 Restricted Shares owned beneficially by the Reporting Person. These Restricted Shares were awarded to the Reporting Person as compensation for his services as Chief Executive Officer and Chairman of the Board of the Issuer. The Restricted Share Agreement is attached hereto as Exhibit 99.2.”
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Item 7 of the Original 13D is hereby amended and supplemented by adding the following:
| 99.2 | Restricted Share Agreement between International General Insurance Holding Ltd. and Wasef Jabsheh, dated as of March 31, 2021. |
SCHEDULE 13D
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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.
Date: January 12, 2022
| By: | /s/ Wasef Jabsheh | |
| Name: | Wasef Jabsheh |
SCHEDULE 13D
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Schedule A
| Trade Date | Quantity | Purchase/Sale | Price per Share($) | |||
| 12/14/2021 | 7,903 | Purchase | 7.76 | |||
| 12/15/2021 | 131,613 | Purchase | 7.80 |
Exhibit 99.2
RESTRICTED SHARES AGREEMENT
PURSUANT TO THE
INTERNATIONAL GENERAL INSURANCE HOLDINGS LTD. 2020 OMNIBUS
INCENTIVE PLAN
* * * * *
Participant: Wasef Saleem Jabsheh
Grant Date: 31st March 2021
Number of Restricted Shares Granted: 132,190
Actual Market Value of the Restricted Shares as of the Grant Date specified above: US$1,080,000
Unrestricted Market Value: US$ Nil
* * * * *
THIS RESTRICTED SHARES AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between International General Insurance Holdings Ltd., a Bermuda exempted company (the “Company”), and the Participant specified above, pursuant to the International General Insurance Holdings Ltd. 2020 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
WHEREAS, it has been determined under the Plan that it would be in the best interests of the Company to grant the Restricted Shares provided herein to the Participant.
NOW, THEREFORE, in consideration of the mutual covenants and promises hereinafter set forth and for other good and valuable consideration, the parties hereto hereby mutually covenant and agree as follows:
1. Incorporation By Reference; Plan Document Receipt. This Agreement is subject in all respects to the terms and provisions of the Plan (including, without limitation, any amendments thereto adopted at any time and from time to time unless such amendments are expressly intended not to apply to the Award provided hereunder), all of which terms and provisions are made a part of and incorporated in this Agreement as if they were each expressly set forth herein. Any capitalized term not defined in this Agreement shall have the same meaning as is ascribed thereto in the Plan. The Participant hereby acknowledges receipt of a true copy of the Plan and that the Participant has read the Plan carefully and fully understands its content. In the event of any conflict between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall control.
2. Grant of Restricted Shares Award. The Company hereby grants to the Participant, as of the Grant Date specified above, the number of Restricted Shares specified above. Except as otherwise provided by the Plan, the Participant agrees and understands that nothing contained in this Agreement provides, or is intended to provide, the Participant with any protection against potential future dilution of the Participant’s interest in the Company for any reason, and no adjustments shall be made for dividends in cash or other property, distributions or other rights in respect of any such shares, except as otherwise specifically provided for in the Plan or this Agreement. Subject to Section 5 hereof, the Participant shall not have the rights of a shareholder in respect of the shares underlying this Award until such shares are delivered to the Participant in accordance with Section 4 hereof.
3. Vesting.
(a) General. Subject to the provisions of Sections 3(b) and 3(c) hereof, the Restricted Shares subject to this grant shall become unrestricted and vested as follows, provided that the Participant has not incurred a Termination prior to each such vesting date:
| Vesting Date | Number of Shares | |||
| January 2, 2022 | 44,063 | |||
| January 2, 2023 | 44,063 | |||
| January 2, 2024 | 44,064 | |||
There shall be no proportionate or partial vesting in the periods prior to each vesting date and all vesting shall occur only on the appropriate vesting date, subject to the Participant’s continued service with the Company or any of its Subsidiaries on each applicable vesting date.
(b) Committee Discretion to Accelerate Vesting. Notwithstanding the foregoing, the Committee may, in its sole discretion, provide for accelerated vesting of the Restricted Shares at any time and for any reason.
(c) Change in Control. The Restricted Shares shall become fully vested upon the occurrence of a Change in Control, provided that the Participant has not incurred a Termination prior to such Change in Control.
(d) Forfeiture. Except as provided pursuant to Section 3(c) above, and subject to the Committee’s discretion to accelerate vesting hereunder, all unvested shares of Restricted Shares shall, upon the Participant’s Termination for any reason during the Period of Restriction, be immediately reacquired by the Company for no further consideration to be held as treasury shares or repurchased by the Company for cancellation for no further consideration in accordance with the terms and conditions of the Plan.
4. Period of Restriction; Delivery of Unrestricted Shares. The period of restriction of the Restricted Shares commences on the Grant Date and expires on the respective vesting dates in accordance with section 3(a) above (the “Period of Restriction”). When the Restricted Shares awarded by this Agreement become vested, the Participant shall be entitled to exercise all rights attaching to those shares under the Bye-laws. If, in accordance with Section 9 hereof, the Participant’s share certificates or book entry statements contain legends restricting the transfer of such shares, the Participant shall be entitled to receive new share certificates free of such legends or have the transfer restrictions removed from shares in book entry form (except any legends requiring compliance with securities laws).
5. Dividends and Other Distributions; Voting. The Participant shall be entitled to receive all dividends and other distributions paid with respect to the Restricted Shares, provided that any such dividends or other distributions will be subject to the same vesting requirements as the Restricted Shares to which such dividends or distributions relate and shall be paid at the time the related Restricted Shares become unrestricted and vested pursuant to Section 3 hereof. With respect to Restricted Shares which have vested, the Participant shall receive dividends in the same manner as other shareholders of the Company; with respect to Restricted Shares which have not vested, the Company shall set aside dividends otherwise payable with respect to such shares into escrow and such funds shall be released to the Participant when the Restricted Shares become unrestricted and vested pursuant to Section 3 hereof. If any dividends or distributions are paid in shares, such shares shall be issued to the Participant but shall be subject to the same restrictions on transferability and reacquisition or repurchase by the Company (and other restrictions) as the Restricted Shares with respect to which they were paid until such Restricted Shares have vested. Once the Participant becomes the holder of record of the Restricted Shares granted hereunder, the Participant may exercise full voting rights with respect to such shares (whether or not such Restricted Shares have vested).
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6. Non-Transferability. The Restricted Shares, and any rights and interests with respect thereto, issued under this Agreement and the Plan shall not, prior to vesting, be sold, exchanged, transferred, assigned, pledged, encumbered, disposed of or otherwise hypothecated in any way by the Participant (or any beneficiary of the Participant), other than by testamentary disposition by the Participant, the laws of descent and distribution or by transmission in accordance with the Bye-laws. Any attempt to sell, exchange, transfer, assign, pledge, encumber or otherwise dispose of or hypothecate in any way any of the Restricted Shares, or the levy of any execution, attachment or similar legal process upon the Restricted Shares, contrary to the terms and provisions of this Agreement and/or the Plan shall be null and void and without legal force or effect.
7. Governing Law. All questions concerning the construction, validity and interpretation of this Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to the choice of law principles thereof.
8. Withholding of Tax. The Company shall have the power and the right to deduct or withhold, or require the Participant to remit to the Company, an amount sufficient to satisfy any federal, state, local and foreign taxes of any kind which the Company, in its sole discretion, deems necessary to be withheld or remitted to comply with any applicable law, rule or regulation with respect to the Restricted Shares and, if the Participant fails to do so, the Company may otherwise refuse to issue or transfer any Common Shares otherwise required to be issued pursuant to this Agreement. Any minimum statutorily required withholding obligation with regard to the Participant may, with the consent of the Committee, be satisfied by reducing the amount of cash or of Common Shares otherwise deliverable to the Participant hereunder.
9. Legend. During the Period of Restriction, all certificates representing the Restricted Shares shall have endorsed thereon a customary securities law legend evidencing the restrictions on those shares to the extent deemed necessary or appropriate by the Company in its discretion.
10. Securities Representations. The Restricted Shares are being issued to the Participant and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, represents and warrants that:
(a) The Participant has been advised that the Participant may be an “affiliate” within the meaning of Rule 144 under the Securities Act and in this connection the Company is relying in part on the Participant’s representations set forth in this Section 10.
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(b) If the Participant is deemed an affiliate within the meaning of Rule 144 under the Securities Act, the Restricted Shares must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to the Restricted Shares and the Company is under no obligation to register the Restricted Shares (or to file a “re-offer prospectus”).
(c) If the Participant is deemed an affiliate within the meaning of Rule 144 under the Securities Act, the Participant understands that (i) the exemption from registration under Rule 144 will not be available unless (A) a public trading market then exists for the Common Shares of the Company, (B) adequate information concerning the Company is then available to the public, and (C) other terms and conditions of Rule 144 (including conditions relating to former shell companies) or any exemption therefrom are complied with, and (ii) any sale of the vested Restricted Shares hereunder may be made only in limited amounts in accordance with the terms and conditions of Rule 144 or any exemption therefrom.
11. Entire Agreement; Amendment. This Agreement, together with the Plan, contains the entire agreement between the parties hereto with respect to the subject matter contained herein, and supersedes all prior agreements or prior understandings, whether written or oral, between the parties relating to such subject matter. The Committee shall have the right, in its sole discretion, to modify or amend this Agreement from time to time in accordance with and as provided in the Plan. This Agreement may also be modified or amended by a writing signed by both the Company and the Participant. The Company shall give written notice to the Participant of any such modification or amendment of this Agreement as soon as practicable after the adoption thereof.
12. Notices. Any notice hereunder by the Participant shall be given to the Company in writing and such notice shall be deemed duly given only upon receipt thereof by the General Counsel of the Company. Any notice hereunder by the Company shall be given to the Participant in writing and such notice shall be deemed duly given only upon receipt thereof at such address as the Participant may have on file with the Company.
13. Acceptance. The Participant shall forfeit the Restricted Shares if the Participant does not execute this Agreement within a period of sixty (60) days from the date that the Participant receives this Agreement (or such other period as the Committee shall provide).
14. No Right to Employment. Any questions as to whether and when there has been a Termination and the cause of such Termination shall be determined in the sole discretion of the Committee. Nothing in this Agreement shall interfere with or limit in any way the right of the Company, its Subsidiaries or Affiliates to terminate the Participant’s employment or service at any time, for any reason and with or without Cause.
15. Transfer of Personal Data. The Participant authorizes, agrees and unambiguously consents to the transmission by the Company (or any Subsidiary) of any personal data information related to the Restricted Shares awarded under this Agreement for legitimate business purposes (including, without limitation, the administration of the Plan). This authorization and consent is freely given by the Participant.
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16. Compliance with Laws. The issuance of the Restricted Shares or unrestricted shares pursuant to this Agreement shall be subject to, and shall comply with, any applicable requirements of any foreign and U.S. federal and state securities laws, rules and regulations (including, without limitation, the provisions of the Securities Act, the Exchange Act and in each case any respective rules and regulations promulgated thereunder) and any other law or regulation applicable thereto. The Company shall not be obligated to issue the Restricted Shares or any of the shares pursuant to this Agreement if any such issuance would violate any such requirements.
17. Section 409A. Notwithstanding anything herein or in the Plan to the contrary, the Restricted Shares are intended to be exempt from the applicable requirements of Section 409A of the U.S. Internal Revenue Code and shall be limited, construed and interpreted in accordance with such intent.
18. Binding Agreement; Assignment. This Agreement shall inure to the benefit of, be binding upon, and be enforceable by the Company and its successors and assigns. The Participant shall not assign (except in accordance with Section 6 hereof) any part of this Agreement without the prior express written consent of the Company.
19. Headings. The titles and headings of the various sections of this Agreement have been inserted for convenience of reference only and shall not be deemed to be a part of this Agreement.
20. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same instrument.
21. Further Assurances. Each party hereto shall do and perform (or shall cause to be done and performed) all such further acts and shall execute and deliver all such other agreements, certificates, instruments and documents as either party hereto reasonably may request in order to carry out the intent and accomplish the purposes of this Agreement and the Plan and the consummation of the transactions contemplated thereunder.
22. Severability. The invalidity or unenforceability of any provisions of this Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Agreement in such jurisdiction or the validity, legality or enforceability of any provision of this Agreement in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by law.
23. Acquired Rights. The Participant acknowledges and agrees that: (a) the Company, acting by its Board, may terminate or amend the Plan at any time; (b) the award of Restricted Shares made under this Agreement is completely independent of any other award or grant and is made at the sole discretion of the Board or the Committee, as applicable; (c) no past grants or awards (including, without limitation, the Restricted Shares awarded hereunder) give the Participant any right to any grants or awards in the future whatsoever; and (d) any benefits granted under this Agreement are not part of the Participant’s ordinary salary, and shall not be considered as part of such salary in the event of severance, redundancy or resignation.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.
| INTERNATIONAL GENERAL INSURANCE HOLDINGS LTD. | ||
| By: | /s/ Wasef Jabsheh | |
| Name: | Wasef Jabsheh | |
| Ttile: | Chairman of the Board | |
| PARTICIPANT | ||
| By: | /s/ Wasef Jabsheh | |
| Name: | Wasef Jabsheh | |
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