Firman Leung - 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: -$123,455
SEC form: 4
Accepted by SEC: 21 Dec 2023, 16:13:57 UTC
Prior SEC filing: 07 Jun 2023
Source filing: View source filing
Reporting owner signature: /s/ Firman Leung

Key filing fact

Firman Leung filed Form 4 for MIDWEST HOLDING INC. on 21 Dec 2023.

Key facts

This page summarizes Firman Leung's Form 4 filing for MIDWEST HOLDING INC..
3 reported transactions and 1 derivative row are listed below.
Accepted by SEC: 21 Dec 2023, 16:13.

Change

Previous filing in this sequence was filed on 07 Jun 2023.
Current net transaction value: -$123,455.

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: $91,827
Shares: -3,401
Change %: -75%
Price: $27.00
Shares after: 1,164
Date: 20 Dec 2023
Ownership: Direct
Footnotes: F1

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: F2, F3

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

MDWT transaction Derivative

Stock Option (Right to Buy)

Disposed to Issuer

Transaction value: $200
Shares: -100
Change %: -100%
Price: $2.00^*
Shares after: 0
Date: 20 Dec 2023
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 100
Exercise price: $25.00
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

Firman Leung 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

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

Footnote 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.

Footnote 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.