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.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 6)*
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ICC Holdings, Inc. (Name of Issuer) |
Common Stock, $0.01 par value per share (Title of Class of Securities) |
44931Q104 (CUSIP Number) |
02/05/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 44931Q104 |
| 1 | Names of Reporting Persons
Employee Stock Ownership Trust ICC Holdings, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
PENNSYLVANIA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
350,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
11.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
EP |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
ICC Holdings, Inc. | |
| (b) | Address of issuer's principal executive offices:
225 20TH STREET, 225 20TH STREET, ROCK ISLAND, ILLINOIS, 61201. | |
| Item 2. | ||
| (a) | Name of person filing:
ICC Holdings, Inc. Employee Stock Ownership Plan | |
| (b) | Address or principal business office or, if none, residence:
225 20th Street, Rock Island, Illinois 61201 | |
| (c) | Citizenship:
Pennsylvania | |
| (d) | Title of class of securities:
Common Stock, $0.01 par value per share | |
| (e) | CUSIP No.:
44931Q104 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | < img src="https://www.sec.gov/Images/box-unchecked.jpg" alt="Checkbox not checked"> Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
350,000 shares of Common Stock | |
| (b) | Percent of class:
11.15% (based on 3,139,598 shares of Common Stock outstanding as of November 6, 2023) %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
0 | ||
| (ii) Shared power to vote or to direct the vote:
350,000 | ||
| (iii) Sole power to dispose or to direct the disposition of:
0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
350,000The ICC Holdings, Inc. Employee Stock Ownership Plan (the ESOP) is an employee benefit plan subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (ERISA), with individual accounts for the benefit of participating employees and their beneficiaries. The ESOPs assets are held in trust pursuant to a trust agreement between the ICC Holdings, Inc., the ESOP, and GreatBanc Trust Company, solely in its capacity as trustee (the Plan Trustee). The number of shares listed as beneficially owned represents the number of shares of Common Stock held in the ESOP as of February 8, 2024. As of February 8, 2024, 162,501.5853 shares of Common Stock held in the ESOP were allocated to individual accounts established for participating employees and their beneficiaries, and the remaining 187,498.4147 shares of Common Stock held in the ESOP were unallocated.Participating employees and their beneficiaries have the power and authority to direct the voting of shares of Common Stock allocated to their individual accounts through the Plan Trustee with respect to any corporate matter which involves the voting of such shares at a shareholder meeting and which constitutes a merger, consolidation, recapitalization, reclassification, liquidation, dissolution, sale of substantially all assets of a trade or business or a similar transaction. Except for corporate matters otherwise described above, shares of Common Stock in the trust shall be voted by the Plan Trustee in the manner directed by the Administrative Committee, currently the Board of Directors of ICC Holdings, Inc. Unallocated shares of Common Stock held by the ESOP are voted in the manner determined by the Administrative Committee. As a result of such shared voting power, the shares of Common Stock held in the ESOP are included in the shares beneficially owned by the ESOP. | ||
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
See Item 4 above.Subject to the terms and conditions of the ESOP, cash dividends on Common Stock allocated to accounts of participating employees and their beneficiaries will be allocated to the respective other investment accounts of such participants. No individual participants has an interest in excess of 5%of the class of securities reported herein. | ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. |
| 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.
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Comments accompanying signature: https://www.sec.gov/Archives/edgar/data/1681903/000119312517124483/d375999dex991.htm
Exhibit Information
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1 Limited Power of Attorneyhttps://www.sec.gov/Archives/edgar/data/1681903/000119312517124483/d375999dex991.htm |