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.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
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National Security Group, Inc. |
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(Name of Issuer) |
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Common Stock |
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(Title of Class of Securities) |
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637546102 |
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(CUSIP Number) |
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Andrew J. Abernathey Meridian Investments I, LLC 3523 45th Street South, Suite 100 Fargo, North Dakota 58104 |
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
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May 14, 2019 |
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(Date of Event which Requires Filing of this Statement) |
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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(e), 13d-1(f) or 13d-1(g), 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(b) 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 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).
Page 1 of 8 Pages
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CUSIP No. 637546102 |
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1 |
names of reporting persons |
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Meridian Investments I, LLC |
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2 |
check the appropriate box if a member of a group (see instructions) |
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(b) [ ] |
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3 |
sec use only |
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4 |
source of funds (see instructions) |
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AF |
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5 |
check if disclosure of legal proceedings is required pursuant to items 2(d) or 2(e) |
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[ ] |
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6 |
citizenship or place of organization |
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North Dakota |
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NUMBER OF |
7 |
sole voting power |
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SHARES |
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341,702 (1) |
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BENEFICIALLY |
8 |
shared voting power |
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OWNED BY |
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0 |
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EACH |
9 |
sole dispositive power |
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REPORTING |
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341,702 (1) |
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PERSON |
10 |
shared dispositive power |
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WITH |
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0 |
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11 |
aggregate amount beneficially owned by each reporting person |
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341,702 (1) |
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12 |
check if the aggregate amount in row (11) excludes certain shares (see instructions) |
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13 |
percent of class represented by amount in row (11) |
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13.5% (2) |
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14 |
type of reporting person (see instructions) |
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PN |
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(1) Shares of Common Stock of the Company held by Meridian. Abernathey is the President and sole member of the Board of Directors of Meridian, holds sole voting and dispositive power over the securities held by Meridian, and may be deemed to beneficially own the securities held by Meridian.
(2) The percentage is based upon 2,531,552 shares of Common Stock outstanding as of November 13, 2019, as reported by the Company in its Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on November 13, 2019.
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CUSIP No. 637546102 |
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1 |
names of reporting persons |
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Andrew J. Abernathey |
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2 |
check the appropriate box if a member of a group (see instructions) |
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(b) [ ] |
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3 |
sec use only |
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4 |
source of funds (see instructions) |
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AF |
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5 |
check if disclosure of legal proceedings is required pursuant to items 2(d) or 2(e) |
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[ ] |
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6 |
citizenship or place of organization |
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U.S.A. |
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NUMBER OF |
7 |
sole voting power |
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SHARES |
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341,702 (1) |
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BENEFICIALLY |
8 |
shared voting power |
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OWNED BY |
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0 |
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EACH |
9 |
sole dispositive power |
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REPORTING |
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341,702 (1) |
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PERSON |
10 |
shared dispositive power |
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WITH |
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0 |
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11 |
aggregate amount beneficially owned by each reporting person |
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341,702 (1) |
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12 |
check if the aggregate amount in row (11) excludes certain shares (see instructions) |
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13 |
percent of class represented by amount in row (11) |
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13.5% (2) |
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14 |
type of reporting person (see instructions) |
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IN |
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(1) Shares of Common Stock of the Company held by Meridian. Abernathey is the President and sole member of the Board of Directors of Meridian, holds sole voting and dispositive power over the securities held by Meridian, and may be deemed to beneficially own the securities held by Meridian.
(2) The percentage is based upon 2,531,552 shares of Common Stock outstanding as of November 13, 2019, as reported by the Company in its Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on November 13, 2019.
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Item 1. |
Security and Issuer. |
This Amendment No. 4 to Schedule 13D (the “Amendment”) relates to the common stock, par value $1.00 per share (the “Common Stock”), of National Security Group, Inc. (the “Company”), 661 East Davis Street, Elba, Alabama 36323, and amends and supplements the Schedule 13D filed May 9, 2016, the Schedule 13D Amendment No. 1 filed August 22, 2016, the Schedule 13D Amendment No. 2 filed January 13, 2017 and the Schedule 13D Amendment No. 3 filed February 1, 2018 (collectively, the “Schedule 13D”). Information reported in the Schedule 13D remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment. Capitalized terms used herein but not otherwise defined in this Amendment shall have the meaning ascribed to them in the Schedule 13D.
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Item 2. |
Identity and Background. |
All information reported in the Schedule 13D under Item 2 remains in effect.
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Item 3. |
Source and Amount of Funds or Other Consideration. |
All of the Common Stock acquired by the Reporting Persons during the period covered by this Amendment was acquired by the Reporting Persons in open market purchases using member investments in Meridian for a total of $ $743,876.81.
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Item 4. |
Purpose of Transaction. |
All information reported in the Schedule 13D under Item 4 remains in effect.
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Item 5. |
Interest in Securities of the Issuer. |
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(a) |
The responses of the Reporting Persons with respect to rows 7, 8, 9, 10, 11, 12 and 13 are incorporated herein by reference. |
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(b) |
The Reporting Person has sole voting and dispositive power over 341,702 shares of Common Stock. |
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(c) |
From the date of the last filed Schedule 13D until the date of filing hereof, the following transactions occurred: |
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Date |
Purchased Shares |
Price |
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3/16/18 |
4,054 |
15.5741 |
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3/16/18 |
36 |
15.7000 |
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3/16/18 |
2,348 |
15.9979 |
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3/20/18 |
1,040 |
15.8985 |
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3/21/18 |
1,353 |
15.9808 |
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4/11/18 |
7 |
16.0000 |
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4/12/18 |
14 |
16.0000 |
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4/13/18 |
22 |
16.0000 |
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4/16/18 |
7 |
16.0000 |
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8/22/18 |
78 |
14.8000 |
| Date | Purchased Shares | Price |
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9/19/19 |
916 |
14.4240 |
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9/20/19 |
400 |
14.5000 |
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9/21/18 |
3,467 |
14.6290 |
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9/25/18 |
1 |
14.5000 |
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10/1/18 |
1,340 |
14.5000 |
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10/10/18 |
1,659 |
14.5000 |
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10/11/18 |
828 |
14.5000 |
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10/12/18 |
587 |
14.5000 |
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10/19/18 |
2,800 |
14.5000 |
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10/22/18 |
3 |
14.5000 |
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10/24/18 |
2 |
14.5000 |
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10/26/18 |
200 |
14.0000 |
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11/6/18 |
1,000 |
13.2416 |
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11/6/18 |
1,200 |
13.2521 |
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11/6/18 |
1,000 |
13.4715 |
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11/6/18 |
678 |
13.4749 |
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11/6/18 |
1,000 |
13.4840 |
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11/6/18 |
1,000 |
13.7200 |
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11/6/18 |
1,000 |
13.7290 |
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11/6/18 |
500 |
13.7685 |
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11/14/18* |
(400) |
12.5300 |
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11/16/18* |
(381) |
12.5000 |
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11/20/18* |
(400) |
12.5100 |
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12/3/18* |
(400) |
12.7000 |
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5/14/19 |
173 |
11.5500 |
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5/14/19 |
4,200 |
12.4941 |
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5/14/19 |
400 |
12.9950 |
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5/14/19 |
632 |
12.9984 |
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5/14/19 |
100 |
14.2700 |
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9/9/19 |
8 |
11.4600 |
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9/9/19 |
10 |
11.5000 |
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11/22/19 |
50 |
13.0000 |
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11/22/19 |
200 |
13.0000 |
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11/22/19 |
100 |
12.9900 |
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11/22/19 |
134 |
13.0000 |
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11/25/19 |
1 |
13.0000 |
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11/29/19 |
1,100 |
13.5000 |
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12/2/19 |
78 |
13.3600 |
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12/2/19 |
100 |
13.3400 |
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12/2/19 |
100 |
13.3400 |
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12/2/19 |
23 |
13.3900 |
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12/2/19 |
200 |
13.3900 |
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12/2/19 |
1,000 |
13.3800 |
| Date | Purchased Shares | Price |
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12/2/19 |
200 |
13.3700 |
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12/2/19 |
100 |
13.3800 |
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12/2/19 |
400 |
13.9500 |
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12/2/19 |
500 |
13.9000 |
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12/2/19 |
100 |
13.7700 |
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12/2/19 |
100 |
13.7800 |
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12/2/19 |
1,200 |
13.8500 |
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12/2/19 |
100 |
13.8493 |
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12/2/19 |
400 |
13.8500 |
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12/2/19 |
1,500 |
13.8400 |
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12/2/19 |
100 |
13.8400 |
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12/2/19 |
100 |
13.7800 |
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12/2/19 |
100 |
13.3800 |
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12/2/19 |
100 |
13.4500 |
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12/2/19 |
672 |
13.4500 |
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12/2/19 |
100 |
13.4400 |
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12/2/19 |
1 |
13.2700 |
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12/2/19 |
8 |
13.1000 |
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12/2/19 |
25 |
13.1000 |
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12/2/19 |
19 |
13.4500 |
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12/2/19 |
1 |
13.4400 |
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12/9/19 |
430 |
13.3900 |
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12/9/19 |
3 |
13.3900 |
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12/9/19 |
1,277 |
13.5000 |
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12/9/19 |
361 |
13.5000 |
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12/9/19 |
1,539 |
13.5000 |
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12/9/19 |
100 |
13.5000 |
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12/10/19 |
100 |
14.6100 |
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12/10/19 |
100 |
14.6100 |
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12/10/19 |
200 |
14.7000 |
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12/10/19 |
100 |
14.7400 |
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12/10/19 |
100 |
14.7493 |
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12/10/19 |
100 |
14.7500 |
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12/10/19 |
582 |
14.7500 |
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12/10/19 |
100 |
14.7500 |
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12/10/19 |
4 |
14.8200 |
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12/10/19 |
2 |
14.9400 |
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12/11/19 |
1 |
14.5000 |
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12/11/19 |
9 |
14.5000 |
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12/11/19 |
1 |
14.8700 |
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12/13/19 |
2,037 |
15.0000 |
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12/16/19 |
1 |
14.9000 |
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12/17/19 |
497 |
14.9900 |
| Date | Purchased Shares | Price |
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12/17/19 |
115 |
14.9000 |
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12/18/19 |
47 |
14.9100 |
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12/20/19 |
571 |
14.9100 |
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12/27/19 |
3 |
14.9100 |
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12/31/19 |
6 |
14.9100 |
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1/2/20 |
1,970 |
15.0000 |
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1/2/20 |
112 |
14.9800 |
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1/2/20 |
100 |
14.9800 |
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1/3/20 |
149 |
15.0000 |
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* |
Represents shares accidentally sold by the Reporting Persons’ broker. Upon discovery, the Reporting Persons disgorged the profits from this sale to the Company. |
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(d) |
Not applicable. |
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(e) |
Not applicable. |
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Item 7. |
Material to be Filed as Exhibits. |
| 1. |
Joint Filing Agreement incorporated herein by reference to Exhibit A to Schedule 13D as filed with the Securities and Exchange Commission on May 9, 2016. |
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: January 22, 2020 | Meridian Investments I, LLC |
| /s/ Andrew J. Abernathey | |
| By: Andrew J. Abernathey | |
| Its: President | |
| /s/ Andrew J. Abernathey | |
| Andrew J. Abernathey |
Page 8 of 8 Pages