Sec Form 13D Filing - SINGLETON GROUP LLC filing for KEMPER CORP DEL COM (KMPR) - 2019-03-05

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Amendment No. 11*

KEMPER CORPORATION

(Name of Issuer)

COMMON STOCK

(Title of Class of Securities)

488401100

(CUSIP Number)

Singleton Group LLC

3419 Via Lido, #630

Newport Beach, CA 92663

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 4, 2019

(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 Rule 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

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 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).

SCHEDULE 13D

This Amendment No. 11 to Schedule 13D (this “Amendment”) is being filed to amend and supplement the statement on Schedule 13D initially filed on August 24, 2000, as amended by Amendment No. 1 to Schedule 13D filed on August 24, 2000, Amendment No. 2 to Schedule 13D filed on March 22, 2005, Amendment No. 3 to Schedule 13D filed on August 17, 2007, Amendment No. 4 to Schedule 13D filed on December 23, 2008, Amendment No. 5 to Schedule 13D filed on February 3, 2010, Amendment No. 6 to Schedule 13D filed on July 14, 2010, Amendment No. 7 to Schedule 13D filed on October 7, 2013, Amendment No. 8 to Schedule 13D filed on May 9, 2014, Amendment No. 9 to Schedule 13D filed on December 31, 2015 and Amendment No. 10 to Schedule 13D filed on August 15, 2018 (collectively, the “Schedule 13D”) by the Singleton Group LLC, William W. Singleton, Donald E. Rugg, Caroline W. Singleton as to Amendment s No. 1 and 2, Christina Singleton Mednick as to Amendments No. 3, 4, 5, 6, 7, 8 and 9 and Christina Singleton as to Amendment No. 10, relating to beneficial ownership of shares of common stock of Kemper Corporation (formerly known as Unitrin, Inc.) (such stock, the “Common Stock”). Only those items which are specifically included below are being amended or supplemented by this Amendment. Items in the Schedule 13D not listed below remain unchanged from the last filed amendment to Schedule 13D. Capitalized terms used herein and not defined shall have the meaning set forth in the Schedule 13D.

This Amendment is being filed as a final amendment to reflect a change in ownership percentage by the Reporting Persons as a result of the distribution of the assets, including the Common Stock, of Singleton Group, LLC on March 4, 2019 in connection with the ultimate dissolution of Singleton Group, LLC. This statement is being filed jointly by the Reporting Persons pursuant to the joint filing agreement dated August 17, 2007 incorporated by reference herein.

Item 5 of the Schedule 13D is hereby amended and supplemented as follows:

(a) After giving effect to the distribution of the assets of the Singleton Group, LLC, including the shares of common stock by Kemper Corporation on March 4, 2019, Singleton Group LLC and Christina Singleton and William W. Singleton, as Managers of Singleton Group LLC, are beneficial owners of 0 shares of Common Stock, which constitutes zero percent of the outstanding Common Stock.

(b) After giving effect to the distribution of the assets of the Singleton Group, LLC, including the shares of common stock by Kemper Corporation on March 4, 2019, Singleton Group LLC and Christina Singleton and William W. Singleton, as Managers of Singleton Group LLC, share dispositive and voting power with respect to 0 shares of Common Stock.

(c) The Reporting Persons have not sold any Common Stock in open market transactions in the last 60 days.

(e) The Reporting Persons each ceased to be the beneficial owner of over 5% of the Common Stock on March 4, 2019.

Item 7 is hereby supplemented as follows:

SIGNATURE

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.