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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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
Under the Securities Exchange Act of 1934
(Amendment No. )*
Atlas Financial Holdings, Inc.
(Name of Issuer)
Ordinary Common Shares, par value $0.003 per share
(Title of Class of Securities)
G06207115
(CUSIP Number)
Joshua S. Horowitz
Palm Management (US) LLC
19 West Elm Street
Greenwich, CT 06830
(203) 302-7000
With a copy to:
Jurgita Ashley
Thompson Hine LLP
3900 Key Center
127 Public Square
Cleveland, Ohio 44114
(216) 566-5500
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 8, 2021
(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-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 §240.13d-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 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).
| CUSIP No. G06207115 | 13D | Page 2 of 9 Pages |
| 1 |
NAME OF REPORTING PERSON Palm Management (US) LLC |
|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ (b) ¨ |
| 3 | SEC USE ONLY | |
| 4 |
SOURCE OF FUNDS AF |
|
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) | ¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER 0 |
| 8 |
SHARED VOTING POWER 499,000 | |
| 9 |
SOLE DISPOSITIVE POWER 0 | |
| 10 |
SHARED DISPOSITIVE POWER 499,000 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 499,000 | |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.1% |
|
| 14 |
TYPE OF REPORTING PERSON OO |
|
| CUSIP No. G06207115 | 13D | Page 3 of 9 Pages |
| 1 |
NAME OF REPORTING PERSON Palm Global Small Cap Master Fund LP |
|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ (b) ¨ |
| 3 | SEC USE ONLY | |
| 4 |
SOURCE OF FUNDS WC |
|
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) | ¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER 0 |
| 8 |
SHARED VOTING POWER 499,000 | |
| 9 |
SOLE DISPOSITIVE POWER 0 | |
| 10 |
SHARED DISPOSITIVE POWER 499,000 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 499,000 | |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.1% |
|
| 14 |
TYPE OF REPORTING PERSON PN |
|
| CUSIP No. G06207115 | 13D | Page 4 of 9 Pages |
| 1 |
NAME OF REPORTING PERSON Bradley C. Palmer |
|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ (b) ¨ |
| 3 | SEC USE ONLY | |
| 4 |
SOURCE OF FUNDS None |
|
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) | ¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION United States of America |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER 0 |
| 8 |
SHARED VOTING POWER 499,000 | |
| 9 |
SOLE DISPOSITIVE POWER 0 | |
| 10 |
SHARED DISPOSITIVE POWER 499,000 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 499,000 | |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.1% |
|
| 14 |
TYPE OF REPORTING PERSON IN |
|
| CUSIP No. G06207115 | 13D | Page 5 of 9 Pages |
| 1 |
NAME OF REPORTING PERSON Joshua S. Horowitz |
|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ (b) ¨ |
| 3 | SEC USE ONLY | |
| 4 |
SOURCE OF FUNDS PF |
|
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) | ¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION United States of America |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY < p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">EACHREPORTING PERSON WITH |
7 |
SOLE VOTING POWER 103,000 |
| 8 |
SHARED VOTING POWER 499,000 | |
| 9 |
SOLE DISPOSITIVE POWER 103,000 | |
| 10 |
SHARED DISPOSITIVE POWER 499,000 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 602,000 | |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.0% |
|
| 14 |
TYPE OF REPORTING PERSON IN |
|
| CUSIP No. G06207115 | 13D | Page 6 of 9 Pages |
| Item 1. | Security and Issuer. |
This Statement of Beneficial Ownership on Schedule 13D (this “Statement”) relates to the ordinary common shares, $0.003 par value per share (the “Common Stock”), of Atlas Financial Holdings, Inc., a Cayman Islands company (the “Company”). The Company reports that its principal executive offices are located at 953 American Lane, 3rd Floor, Schaumburg, Illinois 60173.
| Item 2. | Identity and Background. |
This Statement is filed by (i) Palm Global Small Cap Master Fund LP, a Cayman Islands exempted limited partnership (“Palm Global”), (ii) Palm Management (US) LLC, a Delaware limited liability company, (iii) Mr. Bradley C. Palmer, and (iv) Mr. Joshua S. Horowitz.
The foregoing entities and persons are sometimes referred to herein individually as a “Reporting Person” and collectively as the “Reporting Persons.” The Reporting Persons are filing this Statement jointly. Neither the fact of this filing nor anything contained herein shall be deemed to be an admission by any of the Reporting Persons that they constitute a “group.”
The principal business of Palm Global is serving as a private investment fund. The principal business of Palm Management (US) LLC is to provide investment management services, including to Palm Global. The principal occupation of Mr. Palmer is serving as a principal of Palm Management (US) LLC. The principal occupation of Mr. Horowitz is serving as a portfolio manager at Palm Management (US) LLC. Each of Messrs. Palmer and Horowitz is a U.S. citizen.
The business address of each of the Reporting Persons is c/o Palm Management (US) LLC, 19 West Elm Street, Greenwich, Connecticut 06830.
None of the Reporting Persons or any of their partners, managers, officers or other controlling persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
None of the Reporting Persons or any of their partners, managers, officers or other controlling persons has, during the last five years, 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.
| Item 3. | Source and Amount of Funds or Other Consideration. |
The total cost for purchasing the Common Stock reported as directly held by Palm Global, including brokerage commissions, was approximately $270,925. The source of these funds was working capital.
The total cost for purchasing the Common Stock reported as directly held by Mr. Horowitz, including brokerage commissions, was approximately $57,849. The source of these funds was personal funds.
| Item 4. | Purpose of Transaction. |
On September 9, 2021, Palm Global sent a letter to the Company, which is attached as Exhibit 99.2 to this Statement.
The Reporting Persons acquired the Common Stock reported in this Statement for investment purposes. The Reporting Persons and their affiliates may in the future acquire additional shares of Common Stock or dispose of some or all of the shares of Common Stock held by the Reporting Persons in open-market transactions or privately negotiated transactions, on such terms and at such times as the Reporting Persons may deem advisable. The Reporting Persons may engage in short selling or hedging or similar transactions with respect to the Common Stock, on such terms and at such times as the Reporting Persons may deem advisable, subject to applicable law.
| CUSIP No. G06207115 | 13D | Page 7 of 9 Pages |
The Reporting Persons are closely monitoring the Company’s restructuring activities and may engage in discussions with the board and management of the Company regarding its business and affairs. Except as set forth herein, the Reporting Persons do not have any present plan or proposal that would result in any of the actions described in paragraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons reserve the right in the future to formulate any such plans or proposals, and to take any actions with respect to their investments in the Company, including any or all of the actions described in paragraphs (a) through (j) of Item 4 of Schedule 13D.
| Item 5. | Interest in Securities of the Issuer. |
(a) The Reporting Persons beneficially own in the aggregate 602,000 shares of Common Stock, which represents approximately 5.0% of the Company’s outstanding shares of Common Stock.
Palm Global directly holds the number and percentage of shares of Common Stock disclosed as beneficially owned by it in the applicable table set forth on the cover page to this Statement. Mr. Horowitz directly holds the number and percentage of shares of Common Stock disclosed as solely beneficially owned by him in the applicable table set forth on the cover page to this Statement. None of the other Reporting Persons directly holds any of the shares of Common Stock disclosed in this Statement.
Each percentage ownership of shares of Common Stock set forth in this Statement is based on the 12,047,334 shares of Common Stock reported by the Company as outstanding as of August 9, 2021 in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 10, 2021.
Palm Management (US) LLC, as the investment manager of Palm Global, may be deemed to be a beneficial owner of the shares of Common Stock disclosed as directly owned by Palm Global. Due to his position with Palm Management (US) LLC, Mr. Palmer may be deemed to be a beneficial owner of the shares of Common Stock disclosed as directly owned by Palm Global. Due to his positions with Palm Global and Palm Management (US) LLC, Mr. Horowitz may be deemed to be a beneficial owner of the shares of Common Stock disclosed as directly owned by Palm Global. Palm Management (US) LLC, Mr. Palmer and Mr. Horowitz expressly disclaim such beneficial ownership except to the extent of their pecuniary interest therein.
(b) Palm Global beneficially owns, and has the shared power to direct the voting and disposition of, the shares of Common Stock disclosed as beneficially owned by it in the applicable table set forth on the cover page to this Statement. Palm Management (US) LLC, as the investment manager of Palm Global, has the shared power to direct the voting and disposition of the shares of Common Stock held by Palm Global. Mr. Palmer, as the sole member of Palm Management (US) LLC, and Mr. Horowitz, due to his position with Palm Management (US) LLC and as the director of the general partner of Palm Global, may be deemed to have the shared power to direct the voting and disposition of the shares of Common Stock held by Palm Global.
Mr. Horowitz has the sole power to direct the voting and disposition of the shares of Common Stock disclosed as solely beneficially owned by him in the applicable table set forth on the cover page to this Statement.
(c) Transactions effected by each of the Reporting Persons in the Common Stock in the last 60 days are set forth on Schedule A to this Statement. Each of these transactions was effected through the open market.
(d) No person other than the Reporting Persons 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 Common Stock beneficially owned by any Reporting Person.
(e) Not applicable.
| CUSIP No. G06207115 | 13D | Page 8 of 9 Pages |
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
The information set forth in Item 4 above is incorporated herein by reference.
Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the Reporting Persons have entered into an agreement with respect to the joint filing of this Statement, which agreement is set forth on the signature page to this Statement.
| Item 7. | Material to Be Filed as Exhibits. |
| 99.1 | Joint Filing Agreement among the Reporting Persons (set forth on the signature page to this Statement and incorporated herein by reference). | |
| 99.2 | Letter dated September 9, 2021. |
| CUSIP No. G06207115 | 13D | Page 9 of 9 Pages |
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this Statement is true, complete and correct.
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of this Statement on Schedule 13D with respect to the Common Stock of the Company.
Dated: September 9, 2021
| PALM MANAGEMENT (US) LLC | |
| /s/ Joshua S. Horowitz | |
|
Joshua S. Horowitz Portfolio Manager |
|
| PALM GLOBAL SMALL CAP MASTER FUND LP | |
|
By Palm Global Small Cap Fund GP Ltd., its general partner |
|
| /s/ Joshua S. Horowitz | |
|
Joshua S. Horowitz Director |
|
| /s/ Bradley C. Palmer | |
| BRADLEY C. PALMER | |
| /s/ Joshua S. Horowitz | |
| JOSHUA S. HOROWITZ |
Schedule A
Transactions in the Common Stock in the Past 60 Days:
Palm Global Small Cap Master Fund LP
| Transaction Date | Number of Shares Bought (Sold) | Price per Share ($) | |||||
| 8/5/2021 | 9,000 | $ | 0.35 | ||||
| 8/16/2021 | 500 | $ | 0.29 | ||||
| 9/3/2021 | 1,650 | $ | 0.50 | ||||
| 9/8/2021 | 26,850 | $ | 0.5587 | (1) | |||
| (1) | The price per share reported is the weighted average price. The Reporting Persons undertake to provide to the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price. |