SEC Form 4 · accession 0001181580-19-000005
HALLMARK FINANCIAL SERVICES INC · HALL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
NEWCASTLE PARTNERS L P
10% Owner
Mark E Schwarz
Officer — Executive Chairman · Director · 10% Owner
NEWCASTLE CAPITAL GROUP LLC
10% Owner
NEWCASTLE CAPITAL MANAGEMENT LP
10% Owner
Schwarz 2012 Family Trust
10% Owner
NCM SERVICES, INC.
10% Owner
Period of report
Mar 7, 2019
Accepted (ET)
Mar 11, 2019 · 11:03 am EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000819913
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Mar 7, 2019 | F | 128,225 | $10.31 | D | 2,580 | D | |
| Common StockF1 | Mar 7, 2019 | M | 200,000 | $6.61 | A | 202,580 | D | |
| Common StockF2 | holding | — | — | — | 949,702 | I | Shares directly owned by NCM Services, Inc. | |
| Common StockF2 | holding | — | — | — | 172,776 | I | Shares directly owned by Newcastle Capital Management, L.P. | |
| Common StockF2 | holding | — | — | — | 3,730,432 | I | Shares directly owned by Newcastle Partners, L.P. |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Director Stock Option (right to buy)F3,F1 | $6.61 | Mar 7, 2019 | M | 200,000 | D | — | Apr 1, 2019 | Common Stock | 200,000 | 0 | D |
| Director Stock Option (right to buy)F1 | $6.99 | holding | — | — | — | Jul 1, 2012 | Dec 31, 2021 | Common Stock | 14,157 | 14,157 | D |
Explanation of responses
- F1Direct ownership by Mr. Schwarz.
- F2Mr. Schwarz is the sole trustee of the Schwarz 2012 Family Trust (the "Trust") and a director and officer of NCM Services, Inc. ("NCMS"). The Trust is the sole shareholder of NCMS, which is the sole member of Newcastle Capital Group, L.L.C. ("NCG"), which is the general partner of Newcastle Capital Management, L.P. ("NCM"), which is the general partner of Newcastle Partners, L.P. ("NP"). Accordingly, Mr. Schwarz may be deemed the beneficial owner of all shares held by any of the Trust, NCMS, NCG, NCM or NP, and each of these entities may be deemed the beneficial owner of all shares held by the entities which they directly or indirectly own or control.
- F3Represents director stock options which vest in seven equal annual installments commencing April 1, 2010.