| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | MDWT | Common Stock | Disposed to Issuer | -$101K | -3.76K | -8.4% | $27.00 | 41K | Dec 20, 2023 | Direct | F1 |
| transaction | MDWT | Common Stock | Disposed to Issuer | -$1.07M | -39.8K | -97.16% | $27.00 | 1.16K | Dec 20, 2023 | Through Mellon Stud Ventures, LLC | F1, F2 |
| transaction | MDWT | Common Stock | Disposed to Issuer | -$31.4K | -1.16K | -100% | $27.00 | 0 | Dec 20, 2023 | Direct | F3, F4 |
Kevin M. Sheehan is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| 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 | The Reporting Person has voting and dispositive control over these shares as he controls and manages Mellon Stud Ventures, LLC. However, the Reporting Person's pecuniary interest in these shares is indirectly limited to 5% as of the date of this filing and therefor he disclaims beneficial ownership of these shares, except to the extent of his indirect pecuniary interest therein. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of such shares for purposes of Section 16 of the Securities Exchange Act of 1934, or for any other purposes. |
| F3 | This number reflects the number of shares of Company Common Stock subject to outstanding restricted stock unit awards. |
| F4 | 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. |