| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol MIDWEST HOLDING INC. [ MDWT ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 06/14/2022 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
| Voting Common Stock | 06/14/2022 | A(1) | 2,674 | A | $0.00 | 447,845 | I | See Footnote(2)(3) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. On June 14, 2022, the Board of Directors (the "Board") of Midwest Holding Inc. (the "Issuer") granted to Mr. Bratton, a member of the Board, 2,674 restricted stock units ("RSUs"). The RSUs vest 100% into shares of Voting Common Stock of the Issuer on a 1-for-1 basis on the earlier of the first anniversary of its date of grant and the date of the Issuer's next annual meeting of its stockholders, subject to Mr. Bratton's continued service on the Issuer's Board. |
| 2. Mr. Bratton serves on the Issuer's Board as a representative of Crestline Assurance Holdings LLC ("Crestline Assurance") and its affiliates. Mr. Bratton holds the RSUs reported herein for the benefit of Crestline Assurance and as a result does not have any direct pecuniary interest in such RSUs. Mr. Bratton may be deemed to have an indirect pecuniary interest in a portion of the RSUs through indirect membership interests in Crestline Assurance. The Manager of Crestline Assurance is Mr. Bratton and the Sole Member of Crestline Assurance is Crestline Management, L.P. ("Crestline Management"). Crestline Investors, Inc. ("Crestline") is the general partner of Crestline Management. Mr. Bratton is the sole director of Crestline. Crestline Management, Crestline and Mr. Bratton may each be deemed to beneficially own the securities beneficially owned by Crestline Assurance. |
| 3. (Continued from Footnote 2), Each such entity and Mr. Bratton disclaims beneficial ownership of such securities except to the extent of its or his respective pecuniary interest therein. |
| Remarks: |
| Douglas K. Bratton is a member of the Board of Directors of Midwest Holding Inc. (the "Issuer"). For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, Crestline Assurance Holdings LLC, Crestline Management, L.P. and Crestline Investors, Inc. may be deemed to be directors by deputization of the Issuer due to their relationship with Mr. Bratton. |
| DOUGLAS K. BRATTON, Name: /s/ Douglas K. Bratton | 06/16/2022 | |
| CRESTLINE ASSURANCE HOLDINGS LLC, Name: /s/ Douglas K. Bratton, Title: Manager | 06/16/2022 | |
| CRESTLINE MANAGEMENT, L.P., By: Crestline Investors, Inc., its general partner, Name: /s/ Douglas K. Bratton, Title: Sole Director | 06/16/2022 | |
| CRESTLINE INVESTORS, INC., Name: /s/ Douglas K. Bratton, Title: Sole Director | 06/16/2022 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||
