Kevin M. Sheehan - 20 Dec 2023 Form 4 Insider Report for MIDWEST HOLDING INC.

Reporting relationship: Director
Issuer ticker: N/A
Reported as of: 20 Dec 2023
Net transaction value: -$1,207,629
SEC form: 4
Accepted by SEC: 21 Dec 2023, 16:08:43 UTC
Prior SEC filing: 07 Jun 2023
Source filing: View source filing
Reporting owner signature: /s/ Kevin M. Sheehan

Key filing fact

Kevin M. Sheehan filed Form 4 for MIDWEST HOLDING INC. on 21 Dec 2023.

Key facts

This page summarizes Kevin M. Sheehan's Form 4 filing for MIDWEST HOLDING INC..
3 reported transactions and 0 derivative rows are listed below.
Accepted by SEC: 21 Dec 2023, 16:08.

Change

Previous filing in this sequence was filed on 07 Jun 2023.
Current net transaction value: -$1,207,629.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

MDWT transaction

Common Stock

Disposed to Issuer

Transaction value: $101,385
Shares: -3,755
Change %: -8.4%
Price: $27.00
Shares after: 40,972
Date: 20 Dec 2023
Ownership: Direct
Footnotes: F1

MDWT transaction

Common Stock

Disposed to Issuer

Transaction value: $1,074,816
Shares: -39,808
Change %: -97%
Price: $27.00
Shares after: 1,164
Date: 20 Dec 2023
Ownership: Through Mellon Stud Ventures, LLC
Footnotes: F1, F2

MDWT transaction

Common Stock

Disposed to Issuer

Transaction value: $31,428
Shares: -1,164
Change %: -100%
Price: $27.00
Shares after: 0
Date: 20 Dec 2023
Ownership: Direct
Footnotes: F3, F4

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Kevin M. Sheehan is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 4 footnotes

Footnote 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.

Footnote 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.

Footnote F3

This number reflects the number of shares of Company Common Stock subject to outstanding restricted stock unit awards.

Footnote 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.