Form SC 13G - Statement of acquisition of beneficial ownership by individuals
February 08 2024 - 3:52PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
Skyward
Specialty Insurance Group, Inc.
(Name
of Issuer)
Common
Stock, par value $0.01 per share
(Title
of Class of Securities)
830940102
(CUSIP
Number)
December
31, 2023
(Date
of Event which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this schedule is filed:
* |
The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover
page. |
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
CUSIP
No. 830940102 |
SCHEDULE
13G |
Page
1 of 5 |
1 |
NAME
OF REPORTING PERSON
The
Westaim Corporation |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐ (b) ☐ |
3 |
SEC
USE ONLY
|
4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Alberta,
Canada |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
5 |
SOLE
VOTING POWER
0 |
6 |
SHARED
VOTING POWER
6,979,639 |
7 |
SOLE
DISPOSITIVE POWER
0 |
8 |
SHARED
DISPOSITIVE POWER
6,979,639 |
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,979,639 |
10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
17.46%* |
12 |
TYPE
OF REPORTING PERSON
CO |
* | Percentage
ownership is based upon 39,967,328 shares of common stock of the Issuer outstanding as of
January 31, 2024. |
CUSIP
No. 830940102 |
SCHEDULE
13G |
Page
2 of 5 |
1 |
NAME
OF REPORTING PERSON
Westaim
HIIG GP Inc. |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐ (b) ☐ |
3 |
SEC
USE ONLY
|
4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Ontario,
Canada |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
5 |
SOLE
VOTING POWER
0 |
6 |
SHARED
VOTING POWER
6,979,639 |
7 |
SOLE
DISPOSITIVE POWER
0 |
8 |
SHARED
DISPOSITIVE POWER
6,979,639 |
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,979,639 |
10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
17.46%* |
12 |
TYPE
OF REPORTING PERSON
CO |
* | Percentage
ownership is based upon 39,967,328 shares of common stock of the Issuer outstanding as of
January 31, 2024. |
CUSIP
No. 830940102 |
SCHEDULE
13G |
Page
3 of 5 |
Item 1(a).
Name of Issuer
Skyward
Specialty Insurance Group, Inc. (the “Issuer”)
Item 1(b).
Address of Issuer’s Principal Executive Offices
800
Gessner, Suite 600, Houston, TX 77024
Item 2(a).
Name of Person Filing
The
Westaim Corporation and Westaim HIIG GP Inc. (collectively, the “Reporting Persons”)
Item 2(b).
Address of Principal Business Office or, if None, Residence
The
head office for The Westaim Corporation is 70 York Street, Suite 1700, Toronto, Ontario M5J IS9 Canada. The registered office for Westaim
HIIG GP Inc. is 70 York Street, Suite 1700, Toronto, Ontario M5J IS9 Canada.
Item 2(c).
Citizenship
The
Westaim Corporation is a corporation formed in Alberta, Canada. Westaim HIIG GP Inc. is a corporation formed in Ontario, Canada.
Item 2(d).
Title of Class of Securities
Common
Stock, par value $0.01 per share
Item 2(e).
CUSIP Number
830940102
Item 3.
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
Not
Applicable.
Item 4.
Ownership
With
respect to the beneficial ownership of the Reporting Persons, see Items 5 through 11 of the cover pages to this Schedule 13G, which are
incorporated herein by reference. The Westaim Corporation owns 100% of Westaim HIIG GP Inc. As such, each of The Westaim Corporation
and Westaim HIIG GP Inc. may be deemed to have beneficial ownership of the securities directly held by Westaim HIIG GP Inc.
Item 5.
Ownership of Five Percent or Less of a Class.
Not
applicable.
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
Not
Applicable.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
Not
Applicable.
Item 8.
Identification and Classification of Members of the Group.
Not
Applicable.
Item 9.
Notice of Dissolution of Group.
Not
Applicable.
Item 10.
Certifications.
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely
in connection with a nomination under § 240.14a-11.
CUSIP
No. 830940102 |
SCHEDULE
13G |
Page
4 of 5 |
SIGNATURES
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
Dated:
February 8, 2024
|
the
WESTAIM CORPoration |
|
|
|
/s/
Rob Kittel |
|
Rob
Kittel
Chief
Operating Officer |
|
WESTAIM
HIIG GP INC. |
|
|
|
/s/
Glenn MacNeil |
|
Glenn
MacNeil
Chief
Financial Officer |
CUSIP
No. 830940102 |
SCHEDULE
13G |
Page
5 of 5 |
Exhibit
Index
EXHIBIT 99.1
JOINT
FILING AGREEMENT
Each
of the undersigned hereby acknowledges and agrees, in compliance with the provisions of Rule 13d-1(k)(1)(iii) promulgated under the Securities
Exchange Act of 1934, as amended, that the Schedule 13G to which this agreement is attached as an Exhibit, and any amendments thereto,
will be filed with the Securities and Exchange Commission jointly on behalf of the undersigned. This agreement may be executed in one
or more counterparts.
Date:
February 8, 2024
|
THE WESTAIM
CORPORATION |
|
|
|
By: |
/s/
Rob Kittel |
|
|
Name: |
Rob Kittel |
|
|
Title: |
Chief Operating Officer |
|
|
|
|
WESTAIM
HIIG GP INC. |
|
|
|
By: |
/s/
Glenn MacNeil |
|
|
Name: |
Glenn MacNeil |
|
|
Title: |
Chief
Financial Officer |
Westaim (PK) (USOTC:WEDXF)
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