Nancy L. Callahan - Dec 20, 2023 Form 4 Insider Report for MIDWEST HOLDING INC. (MDWT)

Role: Director
Signature: /s/ Nancy L. Callahan
Stock symbol: MDWT
Transactions as of: Dec 20, 2023
Transactions value $: -$123,255
Form type: 4
Date filed: 12/21/2023, 04:02 PM
Previous filing: Jun 7, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	MDWT	Common Stock	Disposed to Issuer	-$91.8K	-3.4K	-74.5%	$27.00	1.16K	Dec 20, 2023	Direct	F1
transaction	MDWT	Common Stock	Disposed to Issuer	-$31.4K	-1.16K	-100%	$27.00	0	Dec 20, 2023	Direct	F2, F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Nancy L. Callahan is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	The shares of Company common stock (the "Company Common Stock") were disposed of pursuant to the Agreement and Plan of Merger, dated as of April 30, 2023 (the "Merger Agreement"), by and among Midwest Holding Inc., a Delaware corporation (the "Company"), Midas Parent, LP, a Delaware limited partnership ("Parent") and Midas Merger Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent, whereby at the effective time of the merger contemplated therein (the "Effective Time"), each share of Company Common Stock issued and outstanding immediately prior to the Effective Time, subject to certain exceptions as provided in the Merger Agreement, was converted into the right to receive $27.00 in cash, without interest (the "Merger Consideration"), subject to any required tax withholding as provided in the Merger Agreement.
F2	This number reflects the number of shares of Company Common Stock subject to outstanding restricted stock unit awards.
F3	At the Effective Time, each restricted stock unit award for shares of Company Common Stock vested or held by the reporting person, as well as other non-employee directors or certain identified individuals (whether or not vested), and restricted stock unit award for shares of Company Common Stock that vested upon the merger under the terms applicable thereto, in each case, was cancelled and converted, in accordance with the terms of the Merger Agreement, into the right to receive a cash payment equal to, for each share of Common Stock subject to such award held by the reporting person immediately prior to the Effective Time, the Merger Consideration.