Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
- Peter Lynch
What is insider trading>>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
SCHEDULE 13D
under the Securities Exchange Act of 1934
(Amendment No. 1)
_______________________
KINGSWAY FINANCIAL SERVICES INC.
(Name of Issuer)
Common Stock, $0.01 par value per share
(Title of Class of Securities)
496904202
(CUSIP Number of Class
of Securities)
_______________________
Charles L. Frischer
4404 52nd Avenue NE
Seattle, WA 98105
______________________________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 14, 2020
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box ☐.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
*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 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).
| (continued on next page(s)) | Page 1 of 5 |
| CUSIP No. 496904202 | 13D | Page 2 of 5 |
| 1 |
Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person
Charles Frischer I.R.S. I.D. No. |
||
| 2 |
Check the Appropriate Box if a Member of a Group *
|
(a) ☒ (b) ☐
| |
| 3 |
SEC Use Only
|
||
| 4 |
Sources of Funds *
PF |
||
| 5 |
Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(e) of 2(f)
|
☐ | |
| 6 |
Citizenship or Place of Organization
USA |
||
|
Number of Shares Beneficially Owned by Each Reporting Person With |
7 |
Sole Voting Power
1,416,040 |
|
| 8 |
Shared Voting Power
- 0 - |
||
|
9
|
Sole Dispositive Power
1,416,040 |
||
|
10
|
Shared Dispositive Power
- 0 - |
||
|
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,416,040 |
||
| 12 |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
|
☐ | |
|
13
|
Percent of Class Represented by Amount in Row (11)
6.168% |
||
| 14 |
Type of Reporting Person*
IN |
||
*SEE INSTRUCTIONS BEFORE FILLING OUT!
| CUSIP No. 496904202 | 13D | Page 3 of 5 |
This Amendment No. 1 to Schedule 13D amends certain information contained in the Schedule 13D filed by Charles Frischer, on April 27, 2020, with respect to their interests in the Common Stock, par value $0.01 per share (the “Shares”) of Kingsway Financial Services Inc., a Delaware corporation (the “Issuer”) (the “13D”). Capitalized terms used but not defined herein have the meanings ascribed to them in the 13D.
| Item 3. | Source and Amount of Other Consideration |
Item 3 is amended by adding the following:
Charles Frischer purchased directly and through his IRA, 258,000 Shares in the aggregate from April 28, 2020 through May 15, 2020 for an aggregate purchase price of $445,511.94. Mr. Frischer used his personal funds to acquire these Shares.
| Item 5. | Interest of Securities of the Issuer. |
Item 5 is amended as follows:
(a) and (b) Beneficial ownership
As of the date of this Amendment No. 1 to Schedule 13D, Mr. Frischer directly or through his IRA owns 1,416,040 Shares of the Issuer representing approximately 6.168% of the outstanding Shares. The percentages set forth above and on the cover pages hereto represent percentages of the outstanding Shares based on a total of 22,958,519 Shares outstanding as of April 10, 2020, which amount is derived from amount reported in the Issuer’s Quarterly Report for the period ended on April 10, 2020.
(c) Transactions during the past sixty days
Information with respect to each of the Reporting Person transactions effected during the past 60 days are set forth on Annex A hereto.
(d) Right to receive dividends or proceeds
Not applicable.
(e) Beneficial ownership of less than five percent
Not applicable.
| CUSIP No. 496904202 | 13D | Page 4 of 5 |
Signature
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 as of: May 15, 2020
| /s/ Charles Frischer | |
| Charles Frischer |
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).
| CUSIP No. 496904202 | 13D | Page 5 of 5 |
ANNEX A
Schedule of Transactions in Preferred Stock of the Issuer
During the Past 60 Days
Charles Frischer
| Date of Transaction | Quantity Purchased | Price per share of the Preferred Stock |
| 5/15/2020 | 18,000 | $1.83 |
| 5/14/2020 | 54,000 | $1.83 |
| 5/11/2020 | 1,000 | $1.71 |
| 5/11/2020 | 65,345 | $1.71 |
| 4/30/2020 | 22,661 | $1.68 |
| 4/29/2020 | 57,994 | $1.70 |
| 4/28/2020 | 39,000 | $1.65 |