12/18/2025 | Press release | Distributed by Public on 12/18/2025 15:26
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class D Preferred Stock | $9.5(3) | 05/08/2025 | 05/08/2032(3) | Common Stock | 68,421.08(3) | 26,000 | I | by David Capital Partners Special Situation Fund, LP | |||||||
| Stock Option (Right to Buy) | $8.25(4) | 12/17/2025 | X | 275,000 | 12/17/2025(4) | 12/29/2025(4) | Common Stock | 275,000 | $ 0 | 0 | I | by David Capital Partners Fund, LP | |||
| Stock Option (Right to Buy) | $8.25(4) | 12/17/2025 | X | 540,000 | 12/17/2025(4) | 12/29/2025(4) | Common Stock | 540,000 | $ 0 | 0 | I | by David Capital Partners Special Situation Fund, LP | |||
| Stock Option (Right to Buy) | $8.25(5) | 12/17/2025 | X | 500,000 | 12/17/2025(5) | 12/29/2025(5) | Common Stock | 500,000 | $ 0 | 0 | I | by David Capital Partners Special Situation Fund, LP | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Patinkin Adam Jonathan 737 N. MICHIGAN AVE. SUITE 1405 CHICAGO, IL 60611 |
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| /s/ Robert E. Buckner II, attorney-in-fact for Adam Jonathan Patinkin | 12/18/2025 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | David Capital Partners, LLC, as the investment manager and general partner of David Capital Partners Fund, LP ("DCP Fund"), may be deemed to be a beneficial owner of the shares of common stock disclosed as directly owned by DCP Fund. Due to his position as managing partner of David Capital Partners, LLC, Mr. Patinkin may be deemed to be a beneficial owner of the shares of common stock disclosed as directly owned by DCP Fund. David Capital Partners, LLC and Mr. Patinkin expressly disclaim such beneficial ownership except to the extent of their pecuniary interest therein. |
| (2) | David Capital Partners, LLC, as the investment manager and general partner of David Capital Partners Special Situation Fund, LP ("DCP Special"), may be deemed to be a beneficial owner of the shares of common stock disclosed as directly owned by DCP Special. Due to his position as managing partner of David Capital Partners, LLC, Mr. Patinkin may be deemed to be a beneficial owner of the shares of common stock disclosed as directly owned by DCP Special. David Capital Partners, LLC and Mr. Patinkin expressly disclaim such beneficial ownership except to the extent of their pecuniary interest therein. |
| (3) | The shares of Class D Preferred Stock of Kingsway Financial Services Inc. (the "Company") have a stated value of $25 per share and are convertible at any time into shares of Common Stock, par value $0.01 per share, of the Company (the "Common Stock") at a conversion basis equal to 2.63158 shares of Common Stock for each share of Class D Preferred Stock, subject to customary adjustments. All outstanding shares of Class D Preferred Stock shall be redeemed by the Company on May 8, 2032. |
| (4) | DCP Fund and DCP Special entered into an option agreement, dated March 31, 2025, with Stilwell Value LLC, to acquire 275,000 and 540,000 shares of common stock, respectively, at an exercise price of $8.25 per share, which options were originally exercisable by DCP Fund and DCP Special together in whole, and not in part, on December 29, 2025 and which were set to expire at 5:00 p.m. Eastern Time on December 29, 2025. The option agreement was amended on December 17, 2025, so that the options became exercisable at any time prior to 5:00 p.m. Eastern Time on December 29, 2025. |
| (5) | DCP Special entered into an option agreement, dated March 31, 2025, with Oakmont Capital Inc., to acquire 500,000 shares of common stock at an exercise price of $8.25 per share, which option was originally exercisable in whole, and not in part, on December 29, 2025 and which was set to expire at 5:00 p.m. Eastern Time on December 29, 2025. The option agreement was amended on December 17, 2025, so that the options became exercisable at any time prior to 5:00 p.m. Eastern Time on December 29, 2025. |