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