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

Role
Director
Signature
/s/ Firman Leung
Stock symbol
MDWT
Transactions as of
Dec 20, 2023
Transactions value $
-$123,455
Form type
4
Date filed
12/21/2023, 04:13 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

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 -$200 -100 -100% $2.00* 0 Dec 20, 2023 Common Stock 100 $25.00 Direct F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Firman Leung 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 director 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.
F4 At the Effective Time, each Company stock option vested and exercisable or held by the reporting person, as well as other non-employee directors or certain 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.