0001104659-23-128208.txt : 20231221
0001104659-23-128208.hdr.sgml : 20231221
20231221161106
ACCESSION NUMBER: 0001104659-23-128208
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20231220
FILED AS OF DATE: 20231221
DATE AS OF CHANGE: 20231221
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Sperber Elliot
CENTRAL INDEX KEY: 0002005194
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39812
FILM NUMBER: 231505408
MAIL ADDRESS:
STREET 1: 2900 S. 70TH STREET
STREET 2: SUITE 400
CITY: LINCOLN
STATE: NE
ZIP: 68506
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: MIDWEST HOLDING INC.
CENTRAL INDEX KEY: 0000355379
STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311]
ORGANIZATION NAME: 02 Finance
IRS NUMBER: 200362426
STATE OF INCORPORATION: NE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 2900 SOUTH 70TH STREET
STREET 2: SUITE 400
CITY: LINCOLN
STATE: NE
ZIP: 68506
BUSINESS PHONE: 402-489-8266
MAIL ADDRESS:
STREET 1: 2900 SOUTH 70TH STREET
STREET 2: SUITE 400
CITY: LINCOLN
STATE: NE
ZIP: 68506
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
4
1
tm2333048-7_4seq1.xml
OWNERSHIP DOCUMENT
X0508
4
2023-12-20
1
0000355379
MIDWEST HOLDING INC.
MDWT
0002005194
Sperber Elliot
C/O MIDWEST HOLDING INC.
2900 SOUTH 70TH STREET, SUITE 400
LINCOLN
NE
68506
0
1
0
0
See Remarks
0
Stock Option (Right to Buy)
21.13
2023-12-20
4
D
0
5000
5.87
D
2032-03-15
Common Stock
5000
0
D
Stock Option (Right to Buy)
12.03
2023-12-20
4
D
0
20000
14.97
D
2032-08-10
Common Stock
20000
0
D
Stock Option (Right to Buy)
25.00
2023-12-20
4
D
0
2700
2.00
D
2030-07-31
Common Stock
2700
0
D
Pursuant to the Agreement and Plan of Merger, dated as of April 30, 2023 (the "Merger Agreement"), by and among Midwest Holding Inc., a Delaware corporation (the "Company"), Midas Parent, LP, a Delaware limited partnership ("Parent") and Midas Merger Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent, whereby at the effective time of the merger contemplated therein (the "Effective Time"), each share of Company Common Stock issued and outstanding immediately prior to the Effective Time, subject to certain exceptions as provided in the Merger Agreement, was converted into the right to receive $27.00 in cash, without interest (the "Merger Consideration"), subject to any required tax withholding as provided in the Merger Agreement.
At the Effective Time, each Company stock option vested and exercisable or held by the reporting person, as well as non-employee directors or certain other identified individuals (whether or not vested or exercisable), and each Company stock option that vested upon the merger under the terms applicable thereto ("Vested Company Option"), in each case, that was in-the-money was cancelled and converted, in accordance with the terms of the Merger Agreement, into the right to receive a cash payment equal to, for each share of Common Stock subject to the Vested Company Option held by the reporting person immediately prior to the Effective Time, the excess of the Merger Consideration over the exercise price per share of Company Common Stock. At the Effective Time, each Vested Company Option that was out-of-the-money was cancelled for no consideration in accordance with the terms of the Merger Agreement.
Deputy Chief Investment Officer
/s/ Elliot Sperber
2023-12-21