FedNat Holding (FNHCQ) Form 4 FEDERATED NATIONAL HOLDING / PETER J PRYGELSKI ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

PRYGELSKI PETER J

(Last) (First) (Middle)

14050 N.W. 14 STREET

SUITE 180

(Street)

SUNRISE FL 33323

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
FEDERATED NATIONAL HOLDING CO [ FNHC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Financial Officer & Trea

3. Date of Earliest Transaction (Month/Day/Year)
03/10/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.01 per share	03/10/2015		A		9,551	A	(1)	104,557(2)	D
Common Stock, par value $0.01 per share								4,000	I	Held in Mr. Prygelski's IRA

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options (right to buy)	$4.36							03/03/2011(3)	03/03/2020	Common Stock, par value $0.01 per share	15,000		15,000	D
Stock Options (right to buy)	$2.45							08/22/2012(4)	08/22/2021	Common Stock, par value $0.01	10,000		10,000	D
Stock Options (right to buy)	$4.4							04/06/2013(4)	04/06/2022	Common Stock, par value $0.01 per share	15,000		15,000	D

Explanation of Responses:

1. Restricted stock award pursuant to the Issuer's 2012 Stock Incentive Plan.

2. A total of 80,445 of the Reporting Person's shares are subject to vesting under the Issuer's 2012 Stock Incentive Plan.

3. The options vest 20% per year.

4. The options vest 33 1/3% per year.

Remarks:

	/s/ Peter J. Prygelski, III	03/11/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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