SEC Form 4 · accession 0001144204-18-002317
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
Jan 2, 2018
Accepted (ET)
Jan 16, 2018 · 5:22 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)F2,F3 | Jan 2, 2018 | S | 60,000 | $29.00 | D | 0 | I | By wholly owned subsidiary |
| Series B Preferred Shares (Nonconvertible)F4 | holding | — | — | — | 60,000 | I | By wholly owned subsidiary | |
| Common StockF5 | holding | — | — | — | 424,572 | I | By wholly owned subsidiary | |
| Common StockF6 | holding | — | — | — | 75,000 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance RightsF7,F8,F3 | — | Jan 2, 2018 | J | 100,000 | D | Feb 24, 2015 | — | Common Stock | 100,000 | 0 | I |
Explanation of responses
- F1Pursuant to a Stock Purchase Agreement dated January 2, 2018 (the "Stock Purchase Agreement"), by and among the reporting person's wholly-owned subsidiary, 1347 Advisors LLC ("Advisors"), 1347 Property Insurance Holdings, Inc. ("PIH"), and IWS Acquisition Corporation ("IWS"), Advisors sold 60,000 shares of PIH's Series B Preferred Stock to PIH for an aggregate purchase price of $1,740,000.
- F2Represents a purchase price of $25.00 per share plus declared and unpaid dividends.
- F3Held by the reporting person's wholly-owned subsidiary Advisors.
- F4Held by the reporting person's wholly-owned subsidiary IWS.
- F5Held by the reporting person's wholly-owned subsidiary Kingsway America, Inc.
- F6Held by the reporting person's wholly-owned subsidiary Mendakota Casualty Company.
- F7Each 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 window.
- F8Pursuant to the Stock Purchase Agreement: (i) Advisors agreed to terminate the Performance Shares Grant Agreement dated February 24, 2015, by and between PIH and Advisers, and (ii) PIH paid to Advisors an aggregate cash payment of $300,000 in consideration for such termination.