Eoin Elliffe - Dec 20, 2023 Form 4 Insider Report for MIDWEST HOLDING INC. (MDWT)

Role: Chief Risk Officer
Signature: /s/ Eoin Elliffe,
Stock symbol: MDWT
Transactions as of: Dec 20, 2023
Transactions value $: -$303,400
Form type: 4
Date filed: 12/21/2023, 04:05 PM
Previous filing: Jul 28, 2022

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	MDWT	Stock Option (Right to Buy)	Disposed to Issuer	-$303K	-20K	-100%	$15.17	0	Dec 20, 2023	Common Stock	20K	$11.83	Direct	F1, F2

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

Eoin Elliffe is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	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	At the Effective Time, each Company stock option that was not a Vested Company Option (as defined in the Merger Agreement) (each, an "Unvested Company Option"), in each case, that was in-the-money, was cancelled and replaced, in accordance with the terms of the Merger Agreement, with a right to receive an amount in cash, without interest, equal to, for each share of Common Stock subject to such Unvested Company Option held by the reporting person immediately prior to the Effective Time, the excess of the Merger Consideration over the per share exercise price of such Unvested Company Option (the "Cash Replacement Option Amounts"). The Cash Replacement Option Amounts will, subject to the exceptions and obligations enumerated in Section 2.07(a)(ii) of the Merger Agreement, vest and be payable at the same time as the Unvested Company Option for which such Cash Replacement Option Amounts were exchanged and would have vested pursuant to its terms.

Content

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.

At the Effective Time, each Company stock option that was not a Vested Company Option (as defined in the Merger Agreement) (each, an "Unvested Company Option"), in each case, that was in-the-money, was cancelled and replaced, in accordance with the terms of the Merger Agreement, with a right to receive an amount in cash, without interest, equal to, for each share of Common Stock subject to such Unvested Company Option held by the reporting person immediately prior to the Effective Time, the excess of the Merger Consideration over the per share exercise price of such Unvested Company Option (the "Cash Replacement Option Amounts"). The Cash Replacement Option Amounts will, subject to the exceptions and obligations enumerated in Section 2.07(a)(ii) of the Merger Agreement, vest and be payable at the same time as the Unvested Company Option for which such Cash Replacement Option Amounts were exchanged and would have vested pursuant to its terms.