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* BRATTON DOUGLAS K (Last) (First) (Middle) 201 MAIN STREET, SUITE 1900 (Street) FORT WORTH TX 76102 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 04/24/2020	3. Issuer Name and Ticker or Trading Symbol MIDWEST HOLDING INC. [ MDWT ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 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) Form filed by One Reporting Person X 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)
Voting Common Stock	222,222,222(1)	I	See Footnotes(2)(3)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* BRATTON DOUGLAS K (Last) (First) (Middle) 201 MAIN STREET, SUITE 1900 (Street) FORT WORTH TX 76102 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CRESTLINE ASSURANCE HOLDINGS LLC (Last) (First) (Middle) 201 MAIN STREET, SUITE 1900 (Street) FORT WORTH TX 76102 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Crestline Management, LP (Last) (First) (Middle) 201 MAIN STREET, SUITE 1900 (Street) FORT WORTH TX 76102 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Crestline Investors, Inc. (Last) (First) (Middle) 201 MAIN STREET, SUITE 1900 (Street) FORT WORTH TX 76102 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. 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.

2. 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.

3. (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.

Remarks:

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	05/04/2020
	CRESTLINE ASSURANCE HOLDINGS LLC, Name: /s/ Douglas K. Bratton, Title: Manager	05/04/2020
	CRESTLINE MANAGEMENT, L.P., By: Crestline Investors, Inc., its general partner, Name: /s/ John S. Cochran, Title: Vice President	05/04/2020
	CRESTLINE INVESTORS, INC., Name: /s/ John S. Cochran, Title: Vice President	05/04/2020
	** 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).
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