SCHEDULE 13D/A
0000892917-08-000287
0001113303
XXXXXXXX
LIVE
42
Common Shares, no par value
12/18/2024
false
0001072627
496904202
KINGSWAY FINANCIAL SERVICES INC
10 S. RIVERSIDE PLAZA
SUITE 1520
CHICAGO
IL
60606
Mr. Joseph Stilwell
787-985-2193
200 Calle del Santo Cristo
Segundo Piso
San Juan
PR
00901
0001564452
N
Stilwell Activist Fund, L.P.
a
WC
OO
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DE
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6863027.00
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6863027.00
6863027.00
N
24.9
PN
0001573720
N
Stilwell Activist Investments, L.P.
a
WC
OO
N
DE
0.00
6863027.00
0.00
6863027.00
6863027.00
N
24.9
PN
0000913960
N
STILWELL ASSOCIATES L P
a
WC
OO
N
DE
0.00
6863027.00
0.00
6863027.00
6863027.00
N
24.9
PN
0001555931
N
Stilwell Value Partners VII, L.P.
a
WC
OO
N
DE
0.00
6863027.00
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6863027.00
6863027.00
N
24.9
PN
0001397076
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Stilwell Value LLC
a
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6863027.00
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6863027.00
6863027.00
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OO
0001113303
N
STILWELL JOSEPH
a
PF
OO
N
X1
0.00
6863027.00
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6863027.00
6863027.00
N
24.9
IN
Common Shares, no par value
KINGSWAY FINANCIAL SERVICES INC
10 S. RIVERSIDE PLAZA
SUITE 1520
CHICAGO
IL
60606
This is the forty-second amendment (this "Forty-Second Amendment") to the original Schedule 13D, which was filed on November 7, 2008 (the "Original Schedule 13D"), and amended on November 14, 2008 (the "First Amendment"), on November 17, 2008 (the "Second Amendment"), on November 24, 2008 (the "Third Amendment"), on December 29, 2008 (the "Fourth Amendment"), on January 12, 2009 (the "Fifth Amendment"), on February 2, 2009 (the "Sixth Amendment"), on February 17, 2009 (the "Seventh Amendment"), on February 18, 2009 (the "Eighth Amendment"), on April 9, 2009 (the "Ninth Amendment"), on April 28, 2009 (the "Tenth Amendment"), on August 4, 2009 (the "Eleventh Amendment"), on November 16, 2009 (the "Twelfth Amendment"), on April 8, 2010 (the "Thirteenth Amendment"), on April 20, 2010 (the "Fourteenth Amendment"), on June 7, 2010 (the "Fifteenth Amendment"), on June 29, 2010 (the "Sixteenth Amendment"), on September 24, 2012 (the "Seventeenth Amendment"), on November 30, 2012 (the "Eighteenth Amendment"), on June 11, 2013 (the "Nineteenth Amendment"), on September 20, 2013 (the "Twentieth Amendment"), on December 27, 2013 (the "Twenty-First Amendment"), on February 12, 2014 (the "Twenty-Second Amendment"), on September 22, 2014 (the "Twenty-Third Amendment"), on September 30, 2016 (the "Twenty-Fourth Amendment"), on December 15, 2017 (the "Twenty-Fifth Amendment"), on May 24, 2018 (the "Twenty-Sixth Amendment"), on July 19, 2018 (the "Twenty-Seventh Amendment"), on January 3, 2019 (the "Twenty-Eighth Amendment"), on March 29, 2019 (the "Twenty-Ninth Amendment"), on July 17, 2020 (the "Thirtieth Amendment"), on September 9, 2020 (the "Thirty-First Amendment"), on September 21, 2020 (the "Thirty-Second Amendment"), on June 15, 2021 (the "Thirty-Third Amendment"), on November 29, 2021 (the "Thirty-Fourth Amendment"), on March 28, 2022 (the "Thirty-Fifth Amendment"), on June 22, 2022 (the "Thirty-Sixth Amendment"), on July 18, 2022 (the "Thirty-Seventh Amendment"), on January 4, 2023 (the "Thirty-Eighth Amendment"), on March 14, 2023 (the "Thirty-Ninth Amendment"), on May 11, 2023 (the "Fortieth Amendment"), and on November 21, 2023 (the "Forty-First Amendment"). This Forty-Second Amendment is being filed jointly by Stilwell Activist Fund, L.P., a Delaware limited partnership ("Stilwell Activist Fund"); Stilwell Activist Investments, L.P., a Delaware limited partnership ("Stilwell Activist Investments"); Stilwell Associates, L.P., a Delaware limited partnership ("Stilwell Associates"); Stilwell Value Partners VII, L.P., a Delaware limited partnership ("Stilwell Value Partners VII"); Stilwell Value LLC, a Delaware limited liability company ("Stilwell Value LLC") and the general partner of Stilwell Activist Fund, Stilwell Activist Investments, Stilwell Associates, and Stilwell Value Partners VII; and Joseph Stilwell, the managing member and owner of Stilwell Value LLC. All the filers of this statement are collectively referred to herein as the "Group." The amended joint filing agreement of the members of the Group was filed as Exhibit 31 to the Twenty-Eighth Amendment. Joseph Stilwell, a member of the Group, was appointed to the board of directors of the Issuer on April 23, 2009, and since that date he has continuously served as a director.
This statement is filed by Joseph Stilwell with respect to the shares of Common Stock beneficially owned by Joseph Stilwell, including shares of Common Stock held in the names of Stilwell Activist Fund, Stilwell Activist Investments, Stilwell Associates, and Stilwell Value Partners VII, in Joseph Stilwell's capacities as the managing member and owner of Stilwell Value LLC, which is the general partner of Stilwell Activist Fund, Stilwell Activist Investments, Stilwell Associates, and Stilwell Value Partners VII.
The business address of Stilwell Activist Fund, Stilwell Activist Investments, Stilwell Associates, Stilwell Value Partners VII, and Stilwell Value LLC is 111 Broadway, 12th Floor, New York, New York 10006. The business address of Joseph Stilwell is 200 Calle del Santo Cristo, Segundo Piso, San Juan, Puerto Rico 00901.
The principal employment of Joseph Stilwell is investment management. Stilwell Activist Fund, Stilwell Activist Investments, Stilwell Associates, and Stilwell Value Partners VII are private investment partnerships engaged in the purchase and sale of securities for their own accounts. Stilwell Value LLC serves as the general partner of Stilwell Activist Fund, Stilwell Activist Investments, Stilwell Associates, Stilwell Value Partners VII, and related partnerships.
During the past five years, no member of the Group has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
During the past five years, no member of the Group has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws, except as indicated in Schedule B, attached hereto and incorporated herein by reference.
Joseph Stilwell is a citizen of the United States.
Since we last reported purchases and sales of Common Stock, Stilwell Associates has not expended any monies to acquire securities of the Issuer.
Since we last reported purchases and sales of Common Stock, Stilwell Activist Fund has not expended any monies to acquire securities of the Issuer.
Since we last reported purchases and sales of Common Stock, Stilwell Activist Investments has not expended any monies to acquire securities of the Issuer.
Since we last reported purchases and sales of Common Stock, Stilwell Value Partners VII has not expended any monies to acquire securities of the Issuer.
We are filing this Forty-Second Amendment to report that members of the Group have sold shares of Common Stock.
Our purpose in acquiring shares of Common Stock of the Issuer is to profit from the appreciation in the market price of the shares of Common Stock through asserting shareholder rights. We do not believe the value of the Issuer's assets is adequately reflected in the current market price of the Issuer's Common Stock.
Members of the Group may seek to make additional purchases or sales of shares of Common Stock. Except as described in this filing, no member of the Group has any plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of Item 4 of Schedule 13D. Members of the Group may, at any time and from time to time, review or reconsider their positions and formulate plans or proposals with respect thereto.
Since 2000, members or affiliates of the Group have taken an "activist position" in 76 other publicly-traded companies. In each instance, our purpose has been to profit from the appreciation in the market price of the shares we held by asserting shareholder rights. In addition, we believed that the values of the companies' assets were not adequately reflected in the market prices of their shares.
Our actions with respect to such publicly-traded companies are described in Schedule A, attached hereto and incorporated herein by reference.
The members of the Group beneficially own an aggregate of 6,863,027 shares of Common Stock. The percentages used in this filing are calculated based on the number of outstanding shares of Common Stock, 27,572,791, reported as the number of outstanding shares as of November 6, 2024, as reported in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on November 6, 2024. The purchases and sales of Common Stock reported in this item, if any, were made in open-market transactions.
Each of Stilwell Activist Fund, Stilwell Activist Investments, Stilwell Associates, Stilwell Value Partners VII, Stilwell Value LLC and Joseph Stilwell may be deemed to beneficially own
6,863,027 shares of Common Stock, constituting approximately 24.9% of the shares of Common Stock outstanding.
Each of Stilwell Activist Fund, Stilwell Activist Investments, Stilwell Associates, Stilwell Value Partners VII, Stilwell Value LLC and Joseph Stilwell may be deemed to share the power to vote and dispose of 6,863,027 shares of Common Stock owned in the aggregate by Stilwell Activist Fund, Stilwell Activist Investments, Stilwell Associates, Stilwell Value Partners VII, and Joseph Stilwell.
Because he is the managing member and owner of Stilwell Value LLC, which is the general partner of each of Stilwell Activist Fund, Stilwell Activist Investments, Stilwell Associates and Stilwell Value Partners VII, Joseph Stilwell has the power to direct the affairs of each of Stilwell Activist Fund, Stilwell Activist Investments, Stilwell Associates and Stilwell Value Partners VII, including the voting and disposition of shares of Common Stock held in the name of each of Stilwell Activist Fund, Stilwell Activist Investments, Stilwell Associates and Stilwell Value Partners VII. Therefore, Joseph Stilwell is deemed to share voting and disposition power with each of Stilwell Activist Fund, Stilwell Activist Investments, Stilwell Associates and Stilwell Value Partners VII with regard to those shares of Common Stock.
Because he is the managing member and owner of Stilwell Value LLC, Joseph Stilwell has the power to direct the affairs of Stilwell Value LLC. Stilwell Value LLC is the general partner of each of Stilwell Activist Fund, Stilwell Activist Investments, Stilwell Associates and Stilwell Value Partners VII. Therefore, Stilwell Value LLC may be deemed to share with Joseph Stilwell voting and disposition power with regard to the shares of Common Stock held by each of Stilwell Activist Fund, Stilwell Activist Investments, Stilwell Associates and Stilwell Value Partners VII.
Within the past sixty days, each of Stilwell Activist Fund and Stilwell Activist Investments sold shares of Common Stock as set forth in Schedule C, attached hereto and incorporated herein by reference. Within the past sixty days, Stilwell Associates, Stilwell Value Partners VII and Joseph Stilwell did not purchase or sell any shares of Common Stock. Stilwell Value LLC has not purchased or sold any shares of Common Stock.
No person other than Stilwell Activist Fund, Stilwell Activist Investments, Stilwell Associates, Stilwell Value Partners VII, Stilwell Value LLC and Joseph Stilwell is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the shares of Common Stock.
Not applicable.
Other than the Amended Joint Filing Agreement filed as Exhibit 31 to the Twenty-Eighth Amendment, there are no contracts, arrangements, understandings or relationships among the persons named in Item 2 hereof and between such persons and any person with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finders' fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or losses, or the giving or withholding of proxies, except for sharing of profits. Stilwell Value LLC, in its capacity as general partner of Stilwell Activist Fund, Stilwell Activist Investments, Stilwell Associates and Stilwell Value Partners VII, and Joseph Stilwell, in his capacities as the managing member and owner of Stilwell Value LLC, are entitled to an allocation of a portion of profits.
See Item 1 above regarding disclosure of the relationships between members of the Group, which disclosure is incorporated herein by reference.
Schedule A - Stilwell Activist History
Schedule B - Item 2(e)
Schedule C - Transactions in Securities
Exhibit 1 - Joint Filing Agreement, dated November 7, 2008, filed with the Original Schedule 13D
Exhibit 2 - Amended Joint Filing Agreement, dated November 14, 2008, filed with the First Amendment
Exhibit 3 - Amended Joint Filing Agreement, dated April 8, 2009, filed with the Ninth Amendment
Exhibit 4 - Amended Joint Filing Agreement, dated April 28, 2009, filed with the Tenth Amendment
Exhibit 5 - Amended Joint Filing Agreement, dated August 4, 2009, filed with the Eleventh Amendment
Exhibit 6 - Amended Joint Filing Agreement, dated November 16, 2009, filed with the Twelfth Amendment
Exhibit 7 - Amended Joint Filing Agreement, dated September 21, 2012, filed with the Seventeenth Amendment
Exhibit 8 - Amended Joint Filing Agreement, dated June 11, 2013, filed with the Nineteenth Amendment
Exhibit 9 - Amended Joint Filing Agreement, dated February 12, 2014
Exhibit 10 - Amended Joint Filing Agreement, dated February 12, 2014, filed with the Twenty-Second Amendment
Exhibit 11 - Amended Joint Filing Agreement, dated October 7, 2016, filed with the Twenty-Fourth Amendment
Exhibit 12 - Amended Joint Filing Agreement, dated December 15, 2017, filed with the Twenty-Fifth Amendment
Exhibit 13 - Amended Joint Filing Agreement, dated May 24, 2018, filed with the Twenty-Sixth Amendment
Exhibit 14 - Amended Joint Filing Agreement, dated January 3, 2019, filed with the Twenty-Eighth Amendment
Stilwell Activist Fund, L.P.
/s/ Megan Parisi
12/20/2024
Stilwell Activist Investments, L.P.
/s/ Megan Parisi
12/20/2024
STILWELL ASSOCIATES L P
/s/ Megan Parisi
12/20/2024
Stilwell Value Partners VII, L.P.
/s/ Megan Parisi
12/20/2024
Stilwell Value LLC
/s/ Megan Parisi
12/20/2024
STILWELL JOSEPH
/s/ Joseph Stilwell
12/20/2024
Megan Parisi
/s/ Megan Parisi
12/20/2024