05/20/2026 | Press release | Distributed by Public on 05/20/2026 05:01
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FORM 4
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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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| 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) | ||
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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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class D Preferred Stock | $9.5(3) | 05/08/2025 | 05/08/2032(3) | Common Stock | 68,421.08(3) | 26,000 | I | by David Capital Partners Special Situation Fund, LP(2) | |||||||
| Nonqualified Stock Option | $20(4) | 05/18/2026 | A | 200,000 | 05/18/2026 | 05/18/2036(5) | Common Stock | 200,000 | $ 0 | 200,000 | D | ||||
| Nonqualified Stock Option | $30(4) | 05/18/2026 | A | 200,000 | 05/18/2028 | 05/18/2036(5) | Common Stock | 200,000 | $ 0 | 200,000 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Patinkin Adam Jonathan 737 N. MICHIGAN AVE. SUITE 1405 CHICAGO, IL 60611 |
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| /s/Kent A. Hansen, attorney-in-fact for Adam Jonathan Patinkin | 05/20/2026 | |
| **Signature of Reporting Person | Date |
| * | 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) | David Capital Partners, LLC, as the investment manager and general partner of David Capital Partners Fund, LP ("DCP Fund"), may be deemed to be a beneficial owner of the shares of common stock disclosed as directly owned by DCP Fund. Due to his position as managing partner of David Capital Partners, LLC, Mr. Patinkin may be deemed to be a beneficial owner of the shares of common stock disclosed as directly owned by DCP Fund. David Capital Partners, LLC and Mr. Patinkin expressly disclaim such beneficial ownership except to the extent of their pecuniary interest therein. |
| (2) | David Capital Partners, LLC, as the investment manager and general partner of David Capital Partners Special Situation Fund, LP ("DCP Special"), may be deemed to be a beneficial owner of the shares of common stock disclosed as directly owned by DCP Special. Due to his position as managing partner of David Capital Partners, LLC, Mr. Patinkin may be deemed to be a beneficial owner of the shares of common stock disclosed as directly owned by DCP Special. David Capital Partners, LLC and Mr. Patinkin expressly disclaim such beneficial ownership except to the extent of their pecuniary interest therein. |
| (3) | The shares of Class D Preferred Stock of Kingsway Corporation (the "Company") have a stated value of $25 per share and are convertible at any time into shares of Common Stock, par value $0.01 per share, of the Company (the "Common Stock") at a conversion basis equal to 2.63158 shares of Common Stock for each share of Class D Preferred Stock, subject to customary adjustments. All outstanding shares of Class D Preferred Stock shall be redeemed by the Company on May 8, 2032. |
| (4) | The option consists of tranches with different exercise prices. An aggregate of 200,000 options have an exercise price of $20 per share, of which 100,000 vested on the grant date and 100,000 will vest on the first anniversary of the grant date. The remaining 200,000 options have an exercise price of $30 per share, with 100,000 vesting on the second anniversary of the grant date and 100,000 vesting on the third anniversary of the grant date. |
| (5) | Represents a 10-year stock option to purchase an aggregate of 400,000 shares of common stock. The option vests as follows: (i) 100,000 shares vested on the grant date at an exercise price of $20 per share; (ii) 100,000 shares will vest on the first anniversary of the grant date at an exercise price of $20 per share; (iii) 100,000 shares will vest on the second anniversary of the grant date at an exercise price of $30 per share; and (iv) 100,000 shares will vest on the third anniversary of the grant date at an exercise price of $30 per share. Vesting is subject to the reporting person's continued service through each applicable vesting date. |