SEC Form 4 · accession 0000914760-15-000078
FG Nexus Inc. · FGNX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
KINGSWAY FINANCIAL SERVICES INC
10% Owner
Period of report
Feb 24, 2015
Accepted (ET)
Feb 26, 2015 · 8:17 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001591890
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Series B Preferred Shares (Nonconvertible)F1,F2 | Feb 24, 2015 | J | 120,000 | — | A | 120,000 | I | By wholly-owned subsidiary |
| Common StockF3 | holding | — | — | — | 75,000 | I | By wholly-owned subsidiary | |
| Common StockF4 | holding | — | — | — | 1,000,000 | I | By wholly-owned subsidiary |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| WarrantsF1,F2 | $15.00 | Feb 24, 2015 | J | 1,500,000 | A | Feb 24, 2015 | Feb 24, 2022 | Common Stock | 1,500,000 | 1,500,000 | I |
| Performance RightsF5,F1,F2,F6 | — | Feb 24, 2015 | J | 100,000 | A | Feb 24, 2015 | — | Common Stock | 100,000 | 100,000 | I |
Explanation of responses
- F1In connection with the termination of the Management Services Agreement between the reporting person's wholly-owned subsidiary, 1347 Advisors LLC ("Advisors"), and 1347 Property Insurance Holdings, Inc. ("PIH"), Advisors received the following as part of the consideration for such termination: (i) 120,000 shares of PIH's nonconvertible Series B Preferred Shares having a liquidation amount per share equal to $25.00, (ii) a seven-year warrant to purchase up to 1,500,000 shares of PIH common stock at an exercise price of $15.00 per share, and (iii) a grant of performance rights whereby Advisors will be entitled to receive 100,000 shares of PIH common stock if at any time the last sales price of the common stock equals or exceeds $10.00 per share for any 20 trading days within any 30-trading day period.
- F2Held by the reporting person's wholly-owned subsidiary 1347 Advisors LLC.
- F3Held by the reporting person's wholly-owned subsidiary Universal Casualty Company.
- F4Held by the reporting person's wholly-owned subsidiary Kingway America Inc.
- F5Each performance right represents a contingent right to receive one share of common stock. The performance rights vest as to 100,000 shares if the common stock price equals or exceeds $10 for any 20 trading days in a 30-day trading period.
- F6Indefinite.