Kingsway Financial Services Inc.

11/08/2024 | Press release | Distributed by Public on 11/08/2024 15:02

Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
STILWELL JOSEPH
2. Issuer Name and Ticker or Trading Symbol
KINGSWAY FINANCIAL SERVICES INC [KFS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
200 CALLE DEL SANTO CRISTO
3. Date of Earliest Transaction (Month/Day/Year)
11/06/2024
(Street)
SAN JUAN, PR 00901
4. If Amendment, Date 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
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 162,500(1) D
Common Stock 11/06/2024 S(2) 8,664 D $9.55 4,853,312 I See footnote(3)
Common Stock 11/06/2024 S(2) 1,336 D $9.55 638,772 I See footnote(4)
Common Stock 918,786 I See footnote(5)
Common Stock 904,657 I See footnote(6)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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. SEC 1474 (9-02)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(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

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
STILWELL JOSEPH
200 CALLE DEL SANTO CRISTO
SAN JUAN, PR 00901
X X
Stilwell Value LLC
111 BROADWAY, 12TH FLOOR
NEW YORK, NY 10006
X
STILWELL ASSOCIATES L P
111 BROADWAY, 12TH FLOOR
NEW YORK, NY 10006
X
Stilwell Activist Fund, L.P.
111 BROADWAY, 12TH FLOOR
NEW YORK, NY 10006
X
Stilwell Activist Investments, L.P.
111 BROADWAY, 12TH FLOOR
NEW YORK, NY 10006
X
Stilwell Value Partners VII, L.P.
111 BROADWAY, 12TH FLOOR
NEW YORK, NY 10006
X

Signatures

/s/ Debra Rouse as Attorney-in-Fact for Joseph Stilwell 11/08/2024
**Signature of Reporting Person Date
/s/ Debra Rouse as Attorney-in-Fact for Stilwell Value LLC 11/08/2024
**Signature of Reporting Person Date
/s/ Debra Rouse as Attorney-in-Fact for Stilwell Associates, L.P. 11/08/2024
**Signature of Reporting Person Date
/s/ Debra Rouse as Attorney-in-Fact for Stilwell Activist Fund, L.P. 11/08/2024
**Signature of Reporting Person Date
/s/ Debra Rouse as Attorney-in-Fact for Stilwell Activist Investments, L.P. 11/08/2024
**Signature of Reporting Person Date
/s/ Debra Rouse as Attorney-in-Fact for Stilwell Value Partners VII, L.P. 11/08/2024
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) These are shares owned directly by Joseph Stilwell.
(2) This Form 4 reports the following sales: on November 6, 2024 (a) Stilwell Activist Investments, L.P. ("SAI") sold 8,664 shares at $9.55; and (b) Stilwell Activist Fund, L.P. ("SAF") sold 1,336 shares at $9.55. The reported transactions were effected pursuant to a Rule 10b5-1 trading plan adopted on September 13, 2023.
(3) These are shares owned directly by SAI 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 SAI. Joseph Stilwell disclaims beneficial ownership of all shares reported as owned indirectly except to the extent of his pecuniary interest therein.
(4) 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.
(5) These are shares owned directly by Stilwell Value Partners VII, L.P. ("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.
(6) 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 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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.