Statement of Changes in Beneficial Ownership (4)
June 21 2022 - 3:02PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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
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STILWELL JOSEPH |
2. Issuer Name and Ticker or Trading Symbol
KINGSWAY FINANCIAL SERVICES INC
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KFS
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
200 CALLE DEL SANTO CRISTO |
3. Date of Earliest Transaction
(MM/DD/YYYY)
6/16/2022 |
(Street)
SAN JUAN, PR 00901
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | | | | | | | | 162500 (1) | D | |
Common Stock | | | | | | | | 939242 | I | See footnote (2) |
Common Stock | 6/16/2022 | | P(3) | | 5772 | A | $5.30 | 5037473 | I | See footnote (4) |
Common Stock | 6/16/2022 | | P(3) | | 1086 | A | $5.30 | 662317 | I | See footnote (5) |
Common Stock | 6/16/2022 | | P(3) | | 1866 | A | $5.30 | 957376 | I | See footnote (6) |
Common Stock | 6/17/2022 | | P(3) | | 1056 | A | $5.30 | 663373 | I | See footnote (5) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
(1) | These are shares owned directly by Joseph Stilwell. |
(2) | These are shares owned directly by Stilwell Associates L.P. ("Associates") and indirectly by Joseph Stilwell in his capacity as the managing member and owner of Stilwell Value LLC ("Value"), which is the general partner of Associates. Joseph Stilwell disclaims beneficial ownership of all shares reported as owned indirectly except to the extent of his pecuniary interest therein. |
(3) | This Form 4 reports the following acquisitions on June 16, 2022: (a) Stilwell Activist Investments, L.P. ("SAI") acquired 5,772 shares at $5.30; (b) Stilwell Activist Fund, L.P. ("SAF") acquired 1,086 shares at $5.30; and (c) Stilwell Value Partners VII, L.P. ("SVP VII") acquired 1,866 shares at $5.30; and on June 17, 2022: SAF acquired 1,056 shares at $5.30. |
(4) | These are shares owned directly by SAI and indirectly by Joseph Stilwell in his capacity as the managing member and owner of Value, which is the general partner of SAI. Joseph Stilwell disclaims beneficial ownership of all shares reported as owned indirectly except to the extent of his pecuniary interest therein. |
(5) | These are shares owned directly by SAF and indirectly by Joseph Stilwell in his capacity as the managing member and owner of Value, which is the general partner of SAF. Joseph Stilwell disclaims beneficial ownership of all shares reported as owned indirectly except to the extent of his pecuniary interest therein. |
(6) | These are shares owned directly by SVP VII and indirectly by Joseph Stilwell in his capacity as the managing member and owner of Value, which is the general partner of SVP VII. Joseph Stilwell disclaims beneficial ownership of all shares reported as owned indirectly except to the extent of his pecuniary interest therein. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
STILWELL JOSEPH 200 CALLE DEL SANTO CRISTO SAN JUAN, PR 00901 | X | X |
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Stilwell Value LLC 111 BROADWAY, 12TH FLOOR NEW YORK, NY 10006 |
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STILWELL ASSOCIATES L P 111 BROADWAY, 12TH FLOOR NEW YORK, NY 10006 |
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Stilwell Activist Fund, L.P. 111 BROADWAY, 12TH FLOOR NEW YORK, NY 10006 |
| X |
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Stilwell Activist Investments, L.P. 111 BROADWAY, 12TH FLOOR NEW YORK, NY 10006 |
| X |
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Stilwell Value Partners VII, L.P. 111 BROADWAY, 12TH FLOOR NEW YORK, NY 10006 |
| X |
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Signatures
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/s/ Debra Rouse as Attorney-in-Fact for Joseph Stilwell | | 6/21/2022 |
**Signature of Reporting Person | Date |
/s/ Debra Rouse as Attorney-in-Fact for Stilwell Value LLC | | 6/21/2022 |
**Signature of Reporting Person | Date |
/s/ Debra Rouse as Attorney-in-Fact for Stilwell Associates, L.P. | | 6/21/2022 |
**Signature of Reporting Person | Date |
/s/ Debra Rouse as Attorney-in-Fact for Stilwell Activist Fund, L.P. | | 6/21/2022 |
**Signature of Reporting Person | Date |
/s/ Debra Rouse as Attorney-in-Fact for Stilwell Activist Investments, L.P. | | 6/21/2022 |
**Signature of Reporting Person | Date |
/s/ Debra Rouse as Attorney-in-Fact for Stilwell Value Partners VII, L.P. | | 6/21/2022 |
**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 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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