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

Role: Deputy Chief Investment Officer
Signature: /s/ Elliot Sperber
Stock symbol: MDWT
Transactions as of: Dec 20, 2023
Transactions value $: -$334,150
Form type: 4
Date filed: 12/21/2023, 04:11 PM
Previous filing: Dec 21, 2023

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

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	MDWT	Stock Option (Right to Buy)	Disposed to Issuer	-$29.4K	-5K	-100%	$5.87^*	Dec 20, 2023	Common Stock	5K	$21.13	Direct	F1, F2
transaction	MDWT	Stock Option (Right to Buy)	Disposed to Issuer	-$299K	-20K	-100%	$14.97	Dec 20, 2023	Common Stock	20K	$12.03	Direct	F1, F2
transaction	MDWT	Stock Option (Right to Buy)	Disposed to Issuer	-$5.4K	-2.7K	-100%	$2.00^*	Dec 20, 2023	Common Stock	2.7K	$25.00	Direct	F1, F2

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

Elliot Sperber 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 vested and exercisable or held by the reporting person, as well as non-employee directors or certain other identified individuals (whether or not vested or exercisable), and each Company stock option that vested upon the merger under the terms applicable thereto ("Vested Company Option"), in each case, that was in-the-money 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 the Vested Company Option held by the reporting person immediately prior to the Effective Time, the excess of the Merger Consideration over the exercise price per share of Company Common Stock. At the Effective Time, each Vested Company Option that was out-of-the-money was cancelled for no consideration in accordance with the terms of the Merger Agreement.

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 vested and exercisable or held by the reporting person, as well as non-employee directors or certain other identified individuals (whether or not vested or exercisable), and each Company stock option that vested upon the merger under the terms applicable thereto ("Vested Company Option"), in each case, that was in-the-money 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 the Vested Company Option held by the reporting person immediately prior to the Effective Time, the excess of the Merger Consideration over the exercise price per share of Company Common Stock. At the Effective Time, each Vested Company Option that was out-of-the-money was cancelled for no consideration in accordance with the terms of the Merger Agreement.

Remarks:

Deputy Chief Investment Officer