CUSIP
No. 31431B109
|
13D
|
Page
2 of 11 Pages
|
1
|
NAME
OF REPORTING PERSON
1347
Property Insurance Holdings, Inc.
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
[ ]
(b)
[ ]
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS
N/A
|
|
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
1,617,102
|
8
|
SHARED
VOTING POWER
156,000
|
9
|
SOLE
DISPOSITIVE POWER
1,617,102
|
10
|
SHARED
DISPOSITIVE POWER
156,000
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
1,773,102
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
[ ]
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.0%
|
|
14
|
TYPE
OF REPORTING PERSON
CO
|
|
CUSIP
No. 31431B109
|
13D
|
Page
3 of 11 Pages
|
1
|
NAME
OF REPORTING PERSON
Fundamental
Global Reinsurance Ltd.
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
[ ]
(b)
[ ]
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS
N/A
|
|
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
156,000
|
9
|
SOLE
DISPOSITIVE POWER
0
|
10
|
SHARED
DISPOSITIVE POWER
156,000
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
156,000
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
[ ]
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.1%
|
|
14
|
TYPE
OF REPORTING PERSON
OO
|
|
CUSIP
No. 31431B109
|
13D
|
Page
4 of 11 Pages
|
This
Amendment No. 1 to Statement of Beneficial Ownership on Schedule 13D (this “Amendment No. 1”) amends the Statement
of Beneficial Ownership on Schedule 13D filed by PIH on December 11, 2019, as amended (the “Schedule 13D” or this
“Statement”), with respect to the Common Stock, $0.01 par value per share (the “Common Stock”), of FedNat
Holding Company, a Florida corporation (the “Company”). Capitalized terms used but not defined in this Amendment No.
1 shall have the meanings set forth in the Schedule 13D. Except as amended and supplemented by this Amendment No. 1, the Schedule
13D remains unchanged.
Item
2. Identity and Background.
This
Statement is filed by (i) 1347 Property Insurance Holdings, Inc., a Delaware corporation (“PIH”), and (ii) Fundamental
Global Reinsurance Ltd., a Cayman Islands exempted company with limited liability (“FGRe”). PIH and FGRe are sometimes
referred to herein 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 either of the Reporting Persons that they constitute a “group.”
PIH’s
principal executive offices are located at 970 Lake Carillon Dr., Suite 314, St. Petersburg, Florida 33716. PIH is implementing
business plans to operate as a diversified holding company of reinsurance and investment management businesses. Information regarding
the identity and background of each executive officer and director of PIH is set forth on Schedule A to this Statement. Each of
the individuals identified on Schedule A to this Statement is a U.S. citizen.
The
business address of FGRe is 3rd Floor, Willow House, 171 Elgin Ave., P.O. Box 10233, Grand Cayman, KY1-1002, Cayman Islands. The
principal business of FGRe is provide specialty property and casualty reinsurance. FGRe is a wholly-owned subsidiary of PIH. Thomas
C. Heise serves as FGRe’s Chief Executive Officer, Brian D. Bottjer as its Chief Financial Officer, and John S. Hill and
Hassan R. Baqar serve as directors of FGRe.
The
principal occupation of Mr. Heise is serving as director and Chief Executive Officer of Insurance Income Strategies Ltd., a Bermuda
based reinsurance holding corporation, and as director and Chief Executive Officer of its wholly-owned subsidiary, IIS Re (Cayman),
Ltd., a Cayman Islands corporation operating as Class C insurer. The principal occupation of Mr. Bottjer is serving as PIH’s
Senior Vice President and Controller. The principal occupation of Mr. Hill is serving as PIH’s Executive Vice President,
Chief Financial Officer and Secretary. The principal occupation of Mr. Baqar is serving as founder and Managing Member of Sequoia
Financial LLC, a financial services and advisory firm. Mr. Baqar also serves as Chief Financial Officer of Insurance Income Strategies
Ltd. and as Chief Financial Officer of its wholly-owned subsidiary, IIS Re (Cayman), Ltd., as well as Chief Financial Officer
and director of Itasca Capital Ltd., a publicly-traded investment firm.
The
business addresses of Mr. Heise are c/o Insurance Income Strategies Ltd., 48 Par La Ville Road, Suite 1068, Hamilton HM, Bermuda
and c/o Fundamental Global Reinsurance Ltd., 3rd Floor, Willow House, 171 Elgin Ave., P.O. Box 10233, Grand Cayman, KY1-1002,
Cayman Islands. The business addresses of Messrs. Bottjer and Hill are set forth on Schedule A to this Statement. The business
address of Mr. Baqar is 425 Jason Lane, Schaumburg, Illinois 60173.
CUSIP
No. 31431B109
|
13D
|
Page
5 of 11 Pages
|
Fundamental
Global Investors, LLC, a North Carolina limited liability company, together with its affiliates (collectively, “Fundamental
Global”), is the largest stockholder of PIH and, together with Ballantyne Strong, Inc., a Delaware corporation (“BTN”),
holds approximately 50.1% of PIH’s outstanding shares of common stock. The principal business of each of Fundamental Global
Partners Master Fund, LP, a Cayman Islands exempted limited partnership (“FGPM”), FGI Global Asset Allocation Fund,
Ltd., a Cayman Islands exempted company (“FGAA”), FGI Global Asset Allocation Master Fund, LP, a Cayman Islands exempted
limited partnership (“FGGM”), Fundamental Activist Fund I, LP, a Delaware limited partnership (“FAFI”),
and FGI 1347 Holdings, LP, a Delaware limited partnership (“FGIH”), is serving as a private investment fund. The principal
business of Fundamental Global Investors, LLC is to serve as a registered investment advisor. The principal business of FGI International
USVI, LLC, a U.S. Virgin Islands limited liability company, is to provide investment advisory services, including to FGAA. The
principal business of FGI Funds Management, LLC, a Florida limited liability company, is to provide investment advisory services,
including to FGPM, FGGM, FAFI and FGIH. The principal business of CWA Asset Management Group, LLC (doing business as “Capital
Wealth Advisors”), a Florida limited liability company (“CWA”), is to provide wealth management, estate planning
and family office services to individual investors. Fundamental Global Investors, LLC owns 50% of CWA. BTN is a holding company
with diverse business activities focused on serving the entertainment, retail and advertising markets. BTN and its subsidiaries
design, integrate and install technology solutions for a broad range of applications; develop and deliver out-of-home messaging,
advertising and communications; manufacture projection screens; and provide managed services including monitoring of networked
equipment to its customers.
The
principal occupation of Mr. Joseph H. Moglia is serving as Chairman of TD Ameritrade, a securities brokerage firm, Chair of Athletics
and Executive Advisor to the President for Coastal Carolina University and Chairman and Partner of Fundamental Global Investors,
LLC. The principal occupation of Mr. D. Kyle Cerminara is serving as an investment manager, and Mr. Cerminara also serves as the
Chairman of the Board of Directors of PIH. In addition, Mr. Cerminara is the Chief Executive Officer, Co-Founder and Partner of
Fundamental Global Investors, LLC; Co-Chief Investment Officer and Manager of CWA; and Chairman of the Board of Directors of BTN.
The principal occupation of Mr. Lewis M. Johnson is serving as an investment manager, and Mr. Johnson also serves as Co-Chairman
of the Board of Directors of PIH. In addition, Mr. Johnson is the President, Co-Founder and Partner of Fundamental Global Investors,
LLC; Co-Chief Investment Officer and Manager of CWA; and Co-Chairman of the Board of Directors of BTN. Messrs. Cerminara and Johnson
are also the Managers of FGI International USVI, LLC and FGI Funds Management, LLC. Each of Messrs. Moglia, Cerminara and Johnson
is a U.S. citizen.
Information
regarding the identity and background of each executive officer and director of BTN is set forth on Schedule B to this Statement.
Each of the individuals identified on Schedule B to this Statement is a U.S. citizen.
The
business address of each of Fundamental Global Investors, LLC and Mr. Moglia is 4201 Congress Street, Suite 140, Charlotte, North
Carolina 28209. The business address of each of FGPM, FGAA and FGGM is c/o Maples Corporate Services Limited, P.O. Box 309, Ugland
House, Grand Cayman, KY1-1104 Cayman Islands. The business address of FGI International USVI, LLC is One Hibiscus Alley, 5093
Dronningens Gade, Suite 1, St. Thomas, U.S. Virgin Islands 00802. The business address of each of FAFI, FGIH, FGI Funds Management,
LLC and CWA is 9130 Galleria Court, Third Floor, Naples, Florida 34109. The business address of BTN is 4201 Congress Street, Suite
175, Charlotte, North Carolina 28209. The business addresses of Messrs. Cerminara and Lewis are set forth on Schedule A and Schedule
B to this Statement.
None
of the Reporting Persons, Fundamental Global, BTN, any of their partners, managers, officers or other controlling persons or,
to the Reporting Persons’ knowledge, any individuals identified on Schedule A or Schedule B to this Statement has, during
the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
CUSIP
No. 31431B109
|
13D
|
Page
6 of 11 Pages
|
None
of the Reporting Persons, Fundamental Global, BTN, any of their partners, managers, officers or other controlling persons or,
to the Reporting Persons’ knowledge, any individuals identified on Schedule A or Schedule B to this Statement 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
5. Interest in Securities of the Issuer.
(a)
The Reporting Persons beneficially own in the aggregate 1,773,102 shares of Common Stock, which represents approximately 13.0%
of the Company’s outstanding shares of Common Stock.
FGRe
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. PIH directly holds the number and percentage of shares of Common Stock disclosed
as solely beneficially owned by it in the applicable table set forth on the cover page to this Statement. PIH may be deemed to
beneficially own the shares of Common Stock disclosed as directly owned by FGRe.
None
of Fundamental Global, BTN or, to the Reporting Person’s knowledge, any individuals identified on Schedule A or Schedule
B to this Statement directly hold any of the shares of Common Stock disclosed in this Statement.
Each
percentage ownership of Common Stock set forth in this Statement is based on the 13,673,319 shares of Common Stock reported by
the Company as outstanding as of May 1, 2020 in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission
on May 6, 2020.
(b)
FGRe 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 in this Statement. PIH has the sole power to direct the voting
and disposition of the shares of Common Stock disclosed as solely beneficially owned by it in the applicable table set forth on
the cover page to this Statement. In addition, PIH has the shared power to direct the voting and disposition of the shares of
Common Stock held by FGRe.
(c)
On July 14, 2020, PIH contributed 156,000 shares of Common Stock to FGRe, its wholly-owned subsidiary, as a capital contribution.
Item
6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
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 Amendment No. 1, which agreement is set forth on the signature page to this
Statement.
CUSIP
No. 31431B109
|
13D
|
Page
7 of 11 Pages
|
SIGNATURE
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:
July 30, 2020
1347
PROPERTY INSURANCE HOLDINGS, INC.
|
|
|
|
/s/
John S. Hill
|
|
John
S. Hill
|
|
Executive
Vice President, Chief Financial Officer and Secretary
|
|
FUNDAMENTAL
GLOBAL REINSURANCE LTD.
|
|
|
|
/s/
Brian D. Bottjer
|
|
Brian
D. Bottjer
|
|
Chief
Financial Officer
|
|
CUSIP
No. 31431B109
|
13D
|
Page
8 of 11 Pages
|
Schedule
A
Identity
and Background of Executive Officers of 1347 Property Insurance Holdings, Inc.
Name
|
|
Business
Address
|
|
Present
Principal Occupation and Name,
Principal Business
and
Address of any Organization in which
such
Employment Is Conducted
|
Larry
G. Swets
|
|
970
Lake Carillon Dr., Suite 314
St.
Petersburg, Florida 33716
|
|
Interim
Chief Executive Officer and Director
1347
Property Insurance Holdings, Inc.
970
Lake Carillon Dr., Suite 314
St.
Petersburg, Florida 33716
Chief
Executive Officer and Director
Itasca
Capital Ltd.
1800
- 510 West Georgia Street
Vancouver,
British Columbia V6B 0M3
Itasca
Capital Ltd. is a publicly traded investment firm.
Managing
Member
Itasca
Financial LLC
105
South Maple Street
Itasca,
Illinois 60143
Itasca
Financial LLC is an advisory and investment firm.
|
John
S. Hill
|
|
970
Lake Carillon Dr., Suite 314
St.
Petersburg, Florida 33716
|
|
Executive
Vice President, Chief Financial Officer
and
Secretary
1347
Property Insurance Holdings, Inc.
970
Lake Carillon Dr., Suite 314
St.
Petersburg, Florida 33716
|
Brian
D. Bottjer
|
|
970
Lake Carillon Dr., Suite 314
St.
Petersburg, Florida 33716
|
|
Senior
Vice President and Controller
1347
Property Insurance Holdings, Inc.
970
Lake Carillon Dr., Suite 314
St.
Petersburg, Florida 33716
|
Identity
and Background of Directors of 1347 Property Insurance Holdings, Inc.
Name
|
|
Business
Address
|
|
Present
Principal Occupation and Name,
Principal Business
and
Address of any Organization in which
such
Employment Is Conducted
|
D.
Kyle Cerminara
|
|
4201
Congress Street, Suite 140
Charlotte,
North Carolina 28209
|
|
Chief
Executive Officer, Co-Founder and Partner
Fundamental
Global Investors, LLC
4201
Congress Street, Suite 140
Charlotte,
North Carolina 28209
|
|
|
9130
Galleria Court, Third Floor
Naples,
Florida 34109
|
|
Co-Chief
Investment Officer
CWA
Asset Management Group, LLC
9130
Galleria Court, Third Floor
Naples,
Florida 34109
|
|
|
131
Plantation Ridge Drive,
Suite 100
Mooresville,
NC 28117
|
|
|
Lewis
M. Johnson
|
|
9130
Galleria Court, Third Floor
Naples,
Florida 34109
|
|
Co-Chief
Investment Officer
CWA
Asset Management Group, LLC
9130
Galleria Court, Third Floor
Naples,
Florida 34109
|
|
|
4201
Congress Street, Suite 140
Charlotte,
North Carolina 28209
|
|
President,
Co-Founder and Partner
Fundamental
Global Investors, LLC
4201
Congress Street, Suite 140
Charlotte,
North Carolina 28209
|
Rita
Hayes
|
|
970
Lake Carillon Dr., Suite 314
St.
Petersburg, Florida 33716
|
|
Chair
Hayes
International Advisors, LLC
180
Meeting Street, Suite 330
Charleston,
South Carolina 29401
Hayes
International Advisors counsels industry and institutional leaders on a range of economic, political and regulatory matters.
|
CUSIP
No. 31431B109
|
13D
|
Page
9 of 11 Pages
|
Name
|
|
Business
Address
|
|
Present
Principal Occupation and Name,
Principal Business
and
Address of any Organization in which
such
Employment Is Conducted
|
Marsha
G. King
|
|
970
Lake Carillon Dr., Suite 314
St.
Petersburg, Florida 33716
|
|
President
SkillPoint
Consulting, LLC
15
Provincetown Lane, Apt. #1
Orchard
Park, New York 14127
SkillPoint
Consulting consults with executives to improve their overall business and leadership performance.
|
E.
Gray Payne
|
|
970
Lake Carillon Dr., Suite 314
St.
Petersburg, Florida 33716
|
|
Director
1347
Property Insurance Holdings, Inc.
970
Lake Carillon Dr., Suite 314
St.
Petersburg, Florida 33716
|
Larry
G. Swets, Jr.
|
|
See
above.
|
|
See
above.
|
Scott
D. Wollney
|
|
970
Lake Carillon Dr., Suite 314
St.
Petersburg, Florida 33716
|
|
President,
Chief Executive Officer and Director
Atlas
Financial Holdings, Inc.
953
American Lane, 3rd Floor
Schaumburg,
Illinois 60173
Atlas
Financial Holdings, Inc. is a specialty commercial automobile insurance company.
|
Dennis
A. Wong
|
|
970
Lake Carillon Dr., Suite 314
St.
Petersburg, Florida 33716
|
|
Owner
and Consultant
Insurance
Resolution Group
37301
N. Fox Hill Drive
Wadsworth,
Illinois 60083
Insurance
Resolution Group is a consulting firm focused on providing strategic advisory and financial consulting to domestic and
international companies with insurance or insurance related operations.
|
CUSIP
No. 31431B109
|
13D
|
Page
10 of 11 Pages
|
Schedule
B
Identity
and Background of Executive Officers of Ballantyne Strong, Inc.:
Name
|
|
Business
Address
|
|
Present
Principal Occupation and Name,
Principal Business
and Address of any Organization in
which
such Employment Is Conducted
|
Mark
D. Roberson
|
|
4201
Congress Street, Suite 175
Charlotte,
North Carolina 28209
|
|
Chief
Executive Officer
Ballantyne
Strong, Inc.
4201
Congress Street, Suite 175
Charlotte,
North Carolina 28209
|
Todd
R. Major
|
|
4201
Congress Street, Suite 175
Charlotte,
North Carolina 28209
|
|
Chief
Financial Officer
Ballantyne
Strong, Inc.
4201
Congress Street, Suite 175
Charlotte,
North Carolina 28209
|
Ray
F. Boegner
|
|
4201
Congress Street, Suite 175
Charlotte,
North Carolina 28209
|
|
President
of Strong Entertainment
Ballantyne
Strong, Inc.
4201
Congress Street, Suite 175
Charlotte,
North Carolina 28209
|
CUSIP
No. 31431B109
|
13D
|
Page
11 of 11 Pages
|
Identity
and Background of Directors of Ballantyne Strong, Inc.:
Name
|
|
Business
Address
|
|
Present
Principal Occupation and Name,
Principal Business
and Address of any Organization in
which
such Employment Is Conducted
|
D.
Kyle Cerminara
|
|
4201
Congress Street, Suite 140
Charlotte,
North Carolina 28209
|
|
Chief
Executive Officer, Co-Founder and Partner
Fundamental
Global Investors, LLC
4201
Congress Street, Suite 140
Charlotte,
North Carolina 28209
|
|
|
9130
Galleria Court, Third Floor
Naples,
Florida 34109
|
|
Co-Chief
Investment Officer
CWA
Asset Management Group, LLC
9130
Galleria Court, Third Floor
Naples,
Florida 34109
|
|
|
131
Plantation Ridge Drive,
Suite 100
Mooresville,
NC 28117
|
|
|
Lewis
M. Johnson
|
|
c/o
CWA Asset Management Group, LLC
9130
Galleria Court, Third Floor
Naples,
Florida 34109
|
|
Co-Chief
Investment Officer
CWA
Asset Management Group, LLC
9130
Galleria Court, Third Floor
Naples,
Florida 34109
|
|
|
c/o
Fundamental Global Investors, LLC
4201
Congress Street, Suite 140
Charlotte,
North Carolina 28209
|
|
President,
Co-Founder and Partner
Fundamental
Global Investors, LLC
4201
Congress Street, Suite 140
Charlotte,
North Carolina 28209
|
William
J. Gerber
|
|
4201
Congress Street, Suite 175
Charlotte,
North Carolina 28209
|
|
Director
Ballantyne
Strong, Inc.
4201
Congress Street, Suite 175
Charlotte,
North Carolina 28209
|
Colonel
Jack H. Jacobs
|
|
4201
Congress Street, Suite 175
Charlotte,
North Carolina 28209
|
|
Professor;
Private Investor; Television Analyst; Director
Ballantyne
Strong, Inc.
4201
Congress Street, Suite 175
Charlotte,
North Carolina 28209
|
Charles
T. Lanktree
|
|
4201
Congress Street, Suite 175
Charlotte,
North Carolina 28209
|
|
Chief
Executive Officer
Eggland’s
Best, LLC
70
East Swedesford Road, Suite 150
Malvern,
Pennsylvania 19355
Eggland’s
Best, LLC is a distributor of nationally branded eggs.
|
Robert
J. Roschman
|
|
4201
Congress Street, Suite 175
Charlotte,
North Carolina 28209
|
|
Investor/Self-Employed
Roschman
Enterprises
6300
NE 1st Avenue, Suite 300
Fort
Lauderdale, Florida 33334
Roschman
Enterprises is involved in real estate, property management and property development.
|
Ndamukong
Suh
|
|
4201
Congress Street, Suite 175
Charlotte,
North Carolina 28209
|
|
Professional
Athlete; Independent Private Investor; Director
Ballantyne
Strong, Inc.
4201
Congress Street, Suite 175
Charlotte,
North Carolina 28209
|