0000899243-20-011846.txt : 20200504 0000899243-20-011846.hdr.sgml : 20200504 20200504135549 ACCESSION NUMBER: 0000899243-20-011846 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20200424 FILED AS OF DATE: 20200504 DATE AS OF CHANGE: 20200504 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BRATTON DOUGLAS K CENTRAL INDEX KEY: 0001281933 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-10685 FILM NUMBER: 20844017 MAIL ADDRESS: STREET 1: 201 MAIN STREET STREET 2: SUITE 1900 CITY: FORT WORTH STATE: TX ZIP: 76102 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CRESTLINE ASSURANCE HOLDINGS LLC CENTRAL INDEX KEY: 0001810802 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-10685 FILM NUMBER: 20844018 BUSINESS ADDRESS: STREET 1: 201 MAIN STREET STREET 2: SUITE 1900 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: (817) 339-7600 MAIL ADDRESS: STREET 1: 201 MAIN STREET STREET 2: SUITE 1900 CITY: FORT WORTH STATE: TX ZIP: 76102 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Crestline Management, LP CENTRAL INDEX KEY: 0001536054 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-10685 FILM NUMBER: 20844019 BUSINESS ADDRESS: STREET 1: 201 MAIN STREET STREET 2: SUITE 1900 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 817.339.7483 MAIL ADDRESS: STREET 1: 201 MAIN STREET STREET 2: SUITE 1900 CITY: FORT WORTH STATE: TX ZIP: 76102 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Crestline Investors, Inc. CENTRAL INDEX KEY: 0001626596 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-10685 FILM NUMBER: 20844020 BUSINESS ADDRESS: STREET 1: 201 MAIN STREET, SUITE 1900 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 817-339-7600 MAIL ADDRESS: STREET 1: 201 MAIN STREET, SUITE 1900 CITY: FORT WORTH STATE: TX ZIP: 76102 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: MIDWEST HOLDING INC. CENTRAL INDEX KEY: 0000355379 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 200362426 STATE OF INCORPORATION: NE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 8101 O STREET STREET 2: SUITE S111 CITY: LINCOLN STATE: NE ZIP: 68510 BUSINESS PHONE: 402-489-8266 MAIL ADDRESS: STREET 1: 8101 O STREET STREET 2: SUITE S111 CITY: LINCOLN STATE: NE ZIP: 68510 FORMER COMPANY: FORMER CONFORMED NAME: MIDWEST HOLDING INC DATE OF NAME CHANGE: 20000101 FORMER COMPANY: FORMER CONFORMED NAME: MIDWEST NATIONAL CORP DATE OF NAME CHANGE: 19860123 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2020-04-24 0 0000355379 MIDWEST HOLDING INC. MDWT 0001281933 BRATTON DOUGLAS K 201 MAIN STREET, SUITE 1900 FORT WORTH TX 76102 1 0 1 0 0001810802 CRESTLINE ASSURANCE HOLDINGS LLC 201 MAIN STREET, SUITE 1900 FORT WORTH TX 76102 1 0 1 0 0001536054 Crestline Management, LP 201 MAIN STREET, SUITE 1900 FORT WORTH TX 76102 1 0 1 0 0001626596 Crestline Investors, Inc. 201 MAIN STREET, SUITE 1900 FORT WORTH TX 76102 1 0 1 0 Voting Common Stock 222222222 I See Footnotes On April 24, 2020, pursuant to a Securities Purchase Agreement by and among Midwest Holding Inc. (the "Issuer"), Xenith Holdings LLC, Vestpoint LLC and Crestline Assurance Holdings LLC ("Crestline Assurance"), Crestline Assurance purchased 222,222,222 shares of voting common stock of the Issuer for a purchase price of $0.045 per share for total consideration of $10 million. These securities are held directly by Crestline Assurance. The Manager of Crestline Assurance is Douglas K. Bratton and the Sole Member of Crestline Assurance is Crestline Management, L.P. ("Crestline Management"). Crestline Investors, Inc. ("Crestline") is the general partner of Crestline Management. Douglas K. Bratton is the sole director of Crestline. Mr. Bratton has voting and investment power over all securities held by Crestline Assurance, except for the shares of voting common stock covered by the proxy granted to Vespoint LLC pursuant to the Stockholders Agreement, dated April 24, 2020, by and among the Issuer, Xenith Holdings LLC, Vespoint LLC, Crestline Assurance, Michael Minnich, and A. Michael Salem. In addition, Mr. Bratton may be deemed to have a pecuniary interest in a portion of the securities held by Crestline Assurance through indirect membership interests in Crestline Assurance. (Countined from Footnote 2) Crestline Management, Crestline and Mr. Bratton may each be deemed to beneficially own the securities held by Crestline Assurance. Each such entity and Mr. Bratton disclaims beneficial ownership of such securities except to the extent of its or his respective pecuniary interest therein. Douglas K. Bratton is a member of the Board of Directors of Midwest Holding Inc. (the "Issuer"). For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, Crestline Assurance Holdings LLC, Crestline Management, L.P. and Crestline Investors, Inc. may be deemed to be directors by deputization of the Issuer due to their relationship with Mr. Bratton. /s/ Douglas K. Bratton 2020-05-04 CRESTLINE ASSURANCE HOLDINGS LLC, Name: /s/ Douglas K. Bratton, Title: Manager 2020-05-04 CRESTLINE MANAGEMENT, L.P., By: Crestline Investors, Inc., its general partner, Name: /s/ John S. Cochran, Title: Vice President 2020-05-04 CRESTLINE INVESTORS, INC., Name: /s/ John S. Cochran, Title: Vice President 2020-05-04 EX-99.1 2 attachment1.htm EX-99.1 DOCUMENT

                                                                    Exhibit 99.1


                             Form 3 Joint Filer Information


Name:                                        Crestline Assurance Holdings LLC


Address:                                     201 Main Street, Suite 1900
                                             Fort Worth, TX 76102


Date of Event Requiring Statement:           04/24/2020



Name:                                        Crestline Management, L.P.

Address:                                     201 Main Street, Suite 1900
                                             Fort Worth, TX 76102


Date of Event Requiring Statement:           04/24/2020



Name:                                        Crestline Investors, Inc.


Address:                                     201 Main Street, Suite 1900
                                             Fort Worth, TX 76102


Date of Event Requiring Statement:           04/24/2020