Statement of Ownership (sc 13g)
March 12 2020 - 1:00PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
(Amendment
No. )*
Under
the Securities Exchange Act of 1934
Kingsway
Financial Services
|
(Name
of Issuer)
|
|
Common Stock
|
(Titles
of Class of Securities)
|
|
496904202
|
(CUSIP
Number)
|
|
March 3, 2020
|
(Date
of Event Which Requires Filing of this Statement)
|
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
☒
Rule 13d-1(b)
☐ Rule 13d-1(c)
☐ Rule 13d-1(d)
*
The remainder of this cover page shall be filled out of a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided
in a prior cover page.
The
information required in 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, as amended (the “Act”) 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).
CUSIP
No. 496904202
|
13G
|
Page
2 of 8
|
1
|
NAME
OF REPORTING PERSON
David
Capital Partners, LLC
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☐
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Illinois
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE
VOTING POWER
1,156,000
|
6
|
SHARED
VOTING POWER
-
0 -
|
7
|
SOLE
DISPOSITIVE POWER
1,156,000
|
8
|
SHARED
DISPOSITIVE POWER
-
0 -
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,156,000
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.06%
(1)
|
12
|
TYPE
OF REPORTING PERSON
IA
|
|
|
|
|
(1)
Based on 22,843,909 shares of Common Stock (as defined below) of the Issuer (as defined below) outstanding as of February 27,
2020, based on the Issuer’s Form 10-K filed with the Securities and Exchange Commission (“Commission”)
on February 27, 2020.
CUSIP
No. 496904202
|
13G
|
Page
3 of 8
|
1
|
NAME
OF REPORTING PERSON
David
Capital Partners Fund, LP
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☐
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE
VOTING POWER
241,500
|
6
|
SHARED
VOTING POWER
-
0 -
|
7
|
SOLE
DISPOSITIVE POWER
241,500
|
8
|
SHARED
DISPOSITIVE POWER
-
0 -
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
241,500
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.06%
(2)
|
12
|
TYPE
OF REPORTING PERSON
PN
|
|
|
|
|
(2)
Based on 22,843,909 shares of Common Stock (as defined below) of the Issuer (as defined below) outstanding as of February 27,
2020, based on the Issuer’s Form 10-K filed with the Securities and Exchange Commission (“Commission”)
on February 27, 2020.
CUSIP
No. 496904202
|
13G
|
Page
4 of 8
|
1
|
NAME
OF REPORTING PERSON
Pleiades
Investment Partners DC, LP
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☐
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE
VOTING POWER
914,500
|
6
|
SHARED
VOTING POWER
-
0 -
|
7
|
SOLE
DISPOSITIVE POWER
914,500
|
8
|
SHARED
DISPOSITIVE POWER
-
0 -
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
914,500
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.00%
(3)
|
12
|
TYPE
OF REPORTING PERSON
PN
|
|
|
|
|
(3)
Based on 22,843,909 shares of Common Stock (as defined below) of the Issuer (as defined below) outstanding as of February
27, 2020, based on the Issuer’s Form 10-K filed with the Securities and Exchange Commission (“Commission”)
on February 27, 2020
CUSIP
No. 496904202
|
13G
|
Page
5 of 8
|
Item
1(a).
|
Name
of Issuer:
|
Kingsway
Financial Services Inc (the “Issuer”)
Item
1(b).
|
Address
of Issuer’s Principal Executive Offices:
|
150
E. Pierce Road
Itasca,
IL 60143
Item
2(a).
|
Name
of Person Filing:
|
David
Capital Partners, LLC (the “Reporting Person”), in its role as investment manager to a private investment fund (the
“Fund”) to which it furnishes investment advice, may be deemed to beneficially own 1,156,000 Ordinary Shares of the
Issuer Common Stock held in the Fund. The Reporting Person expressly disclaims beneficial ownership of all securities held in
the Fund.
Item
2(b).
|
Address
of Principal Business Office or, if none, Residence:
|
The
principal business address of each of the Reporting Persons is as follows:
The
registered office of David Capital Partners, LLC, David Capital Partners Fund, LP is 737 N. Michigan Avenue, Suite 1405, Chicago,
Illinois 60611
See
response to Item 4 of each of the cover pages.
Item
2(d).
|
Titles
of Classes of Securities:
|
Common
Stock, $0.01 par value per share
CUSIP
No. 496904202
|
13G
|
Page
6 of 8
|
496904202
Item
3.
|
If
This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the
Person
Filing is a(n):
|
|
(a)
|
☐
Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78o).
|
|
(b)
|
☐
Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c).
|
|
(c)
|
☐
Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c).
|
|
(d)
|
☐
Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
|
|
(e)
|
☒
Investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
|
|
(f)
|
☐
Employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
|
|
(g)
|
☐
Parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
|
|
(h)
|
☐
Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (13 U.S.C. 1813).
|
|
(i)
|
☐
Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company
Act (15 U.S.C. 80a-3).
|
|
|
|
|
(j)
|
☐
Non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J).
|
|
(k)
|
☐
Group in accordance with §240.13d-1(b)(1)(ii)(K).
|
|
|
|
|
If
filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: _______________
|
|
(a)
|
Amount
Beneficially Owned:
|
|
|
See
responses to Item 9 on each cover page.
|
|
(b)
|
Percent
of Class:
|
|
|
See
responses to Item 11 on each cover page.
|
|
(c)
|
Number
of shares as to which such person has:
|
|
|
(i)
|
Sole
power to vote or to direct the vote:
See
responses to Item 5 on each cover page.
|
CUSIP No. 496904202
|
13G
|
Page 7 of 8
|
|
|
(ii)
|
Shared power to vote or to direct the vote:
See responses to Item 6 on each cover page.
|
|
|
|
|
|
|
(iii)
|
Sole power to dispose or to direct the disposition of:
|
|
|
|
See
responses to Item 7 on each cover page.
|
|
|
|
|
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of:
See
responses to Item 8 on each cover page.
|
Item
5.
|
Ownership
of Five Percent or Less of a Class.
|
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following ☐.
Item
6.
|
Ownership
of More than Five Percent on Behalf of Another Person.
|
Not
Applicable.
Item
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on By
the Parent Holding Company.
|
Not
applicable.
Item
8.
|
Identification
and Classification of Members of the Group.
|
Not
applicable.
Item
9.
|
Notice
of Dissolution of Group.
|
Not
Applicable.
Not
Applicable.
CUSIP
No. 496904202
|
13G
|
Page
8 of 8
|
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated:
March 12, 2020
|
David
Capital Partners, LLC
|
|
|
|
By:
|
/s/
Adam J. Patinkin
|
|
Name:
|
Adam
J. Patinkin
|
|
Title:
|
Managing
Partner
|
|
|
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