SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

 

SCHEDULE 13D

(Rule 13d-101)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

 

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

Kingsway Financial Services Inc.

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

496904202

(CUSIP Number)

D. Kyle Cerminara Fundamental Global Investors, LLC 4201 Congress Street, Suite 140 Charlotte, North Carolina 28209 (704) 323-6851

With a copy to:   Derek D. Bork Thompson Hine LLP 3900 Key Center 127 Public Square Cleveland, Ohio 44114 (216) 566-5500 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

February 6, 2015

(Date of Event Which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box □.

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

 

_______________

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

CUSIP No. 496904202

13D

Page 2 of 8 Pages

 

1	NAME OF REPORTING PERSON   Fundamental Global Partners, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS   WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)			¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER   0
		8	SHARED VOTING POWER   523,671
		9	SOLE DISPOSITIVE POWER   0
		10	SHARED DISPOSITIVE POWER   523,671
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON   523,671
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   2.7%
14	TYPE OF REPORTING PERSON   PN

 

 

CUSIP No. 496904202

13D

Page 3 of 8 Pages

 

1	NAME OF REPORTING PERSON   Fundamental Global Partners Master Fund, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS   WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)			¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER   0
		8	SHARED VOTING POWER   1,128,469
		9	SOLE DISPOSITIVE POWER   0
		10	SHARED DISPOSITIVE POWER   1,128,469
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON   1,128,469
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   5.7%
14	TYPE OF REPORTING PERSON   PN

 

 

CUSIP No. 496904202

13D

Page 4 of 8 Pages

 

1	NAME OF REPORTING PERSON   Fundamental Global Partners GP, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS   AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)			¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   North Carolina
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER   0
		8	SHARED VOTING POWER   523,671
		9	SOLE DISPOSITIVE POWER   0
		10	SHARED DISPOSITIVE POWER   523,671
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON   523,671
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   2.7%
14	TYPE OF REPORTING PERSON   OO

 

 

 

CUSIP No. 496904202

13D

Page 5 of 8 Pages

 

1	NAME OF REPORTING PERSON   FG Partners GP, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS   AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)			¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Florida
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER   0
		8	SHARED VOTING POWER   1,128,469
		9	SOLE DISPOSITIVE POWER   0
		10	SHARED DISPOSITIVE POWER   1,128,469
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON   1,128,469
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   5.7%
14	TYPE OF REPORTING PERSON   OO

 

 

CUSIP No. 496904202

13D

Page 6 of 8 Pages

 

1	NAME OF REPORTING PERSON   Fundamental Global Investors, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS   AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)			¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   North Carolina
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER   0
		8	SHARED VOTING POWER   1,652,140
		9	SOLE DISPOSITIVE POWER   0
		10	SHARED DISPOSITIVE POWER   1,652,140
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON   1,652,140
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   8.4%
14	TYPE OF REPORTING PERSON   OO

 

 

 

CUSIP No. 496904202

13D

Page 7 of 8 Pages

 

This Amendment No. 1 to Statement of Beneficial Ownership on Schedule 13D (this “Amendment No. 1”) amends the Statement of Beneficial Ownership on Schedule 13D filed by the Reporting Persons on December 10, 2014 (as amended, this “Statement” or “Schedule 13D”), with respect to the Common Stock, no par value (the “Common Stock”), of Kingsway Financial Services Inc., an Ontario, Canada corporation (the “Company”). Capitalized terms used but not defined in this Amendment No. 1 shall have the meanings set forth in the Schedule 13D. Except as amended and supplemented by this Amendment No. 1, the Schedule 13D remains unchanged.

 

Item 3. Source and Amount of Funds or Other Consideration.

 

The total cost for purchasing the Common Stock reported as owned by Fundamental Global Partners, LP and Fundamental Global Partners Master Fund, LP in this Statement, including brokerage commissions, was approximately $9,681,796.

 

Item 5. Interest in Securities of the Issuer.

(a) The Reporting Persons beneficially own in the aggregate 1,652,140 shares of Common Stock, which represents approximately 8.4% of the Company’s outstanding shares of Common Stock.

 

Each of Fundamental Global Partners, LP and Fundamental Global Partners Master Fund, LP directly holds the number and percentage of shares of Common Stock disclosed as beneficially owned by it in the applicable table set forth on the cover page to this Statement. None of the other Reporting Persons directly hold any of the shares of Common Stock disclosed in this Statement.

 

In addition, CWA Asset Management Group, LLC (doing business as “Capital Wealth Advisors”) holds 51,040 shares of Common Stock for the accounts of individual investors, which represents approximately 0.3% of the Company’s outstanding shares of Common Stock. CWA Asset Management Group, LLC provides wealth management, estate planning and family office services to individual investors. The Investment Manager owns 50% of CWA Asset Management Group, LLC.

 

Each percentage ownership of shares of Common Stock set forth in this Statement is based on the 19,709,706 shares of Common Stock reported by the Company as outstanding as of April 27, 2015 in its Management Information Circular and Proxy Statement filed with the Securities and Exchange Commission on April 30, 2015.

 

(c) The transactions effected by each of the Reporting Persons in the Common Stock during the past 60 days are set forth on Schedule A to this Statement. Each of these transactions was effected through the open market.

 

 

 

CUSIP No. 496904202

13D

Page 8 of 8 Pages

 

SIGNATURE

 

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this Statement is true, complete and correct.

 

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of this Statement on Schedule 13D with respect to the Common Stock of the Company.

 

Dated: May 7, 2015

 

FUNDAMENTAL GLOBAL PARTNERS, LP,

by Fundamental Global Partners GP, LLC, its general partner

 

/s/ D. Kyle Cerminara

D. Kyle Cerminara

Partner and Manager

 

FUNDAMENTAL GLOBAL PARTNERS MASTER FUND, LP,

by FG Partners GP, LLC, its general partner

 

/s/ D. Kyle Cerminara

D. Kyle Cerminara

Manager

 

FUNDAMENTAL GLOBAL PARTNERS GP, LLC

 

/s/ D. Kyle Cerminara

D. Kyle Cerminara

Partner and Manager

 

FG PARTNERS GP, LLC

 

/s/ D. Kyle Cerminara

D. Kyle Cerminara

Manager

 

FUNDAMENTAL GLOBAL INVESTORS, LLC

 

/s/ D. Kyle Cerminara

D. Kyle Cerminara

Chief Executive Officer, Partner and Manager

 

/s/ D. Kyle Cerminara

D. Kyle Cerminara

 

/s/ Lewis M. Johnson

Lewis M. Johnson

 

/s/ Joseph H. Moglia

Joseph H. Moglia

 

 

Schedule A

 

Transactions by Fundamental Global Partners, LP and Fundamental Global Partners Master Fund, LP

in the Common Stock in the past 60 days:

 

Fundamental Global Partners, LP:

 

Transaction Date		Number of Shares Bought/(Sold)				Price Per Share ($)
3/6/2015			99				5.690000
3/9/2015			1,089				5.562727
3/10/2015			3,498				5.468011
3/16/2015			3,036				5.788145
3/18/2015			99				5.890000
3/19/2015			1,519				5.849564
3/20/2015			3,333				5.796683
3/23/2015			957				5.655200
3/25/2015			660				5.665000
3/30/2015			13,349				5.713396
3/31/2015			5,313				5.782560
4/1/2015			1,353				5.842374
4/2/2015			660				5.799980
4/6/2015			2,112				5.709514
4/7/2015			2,970				5.730900
4/13/2015			2,805				5.740055
4/14/2015			429				5.694646
4/17/2015			66				5.645000
4/20/2015			1,819				5.621867
4/21/2015			3,465				5.608862
4/22/2015			2,937				5.593483
4/24/2015			660				5.538525
4/27/2015			264				5.553750
4/28/2015			1,090				5.570980
4/29/2015			1,750				5.646230
4/30/2015			693				5.782405
5/1/2015			231				5.837143
5/4/2015			2,013				5.725557

 

(Continued on the next page.)

 

 

Fundamental Global Partners Master Fund, LP:

 

Transaction Date		Number of Shares Bought/(Sold)				Price Per Share ($)
3/6/2015			201				5.690000
3/9/2015			2,211				5.562727
3/10/2015			7,102				5.468011
3/11/2015			8,200				5.432900
3/12/2015			11,350				5.608308
3/13/2015			7,100				5.681676
3/16/2015			6,364				5.787260
3/17/2015			11,400				5.803932
3/18/2015			901				5.890000
3/19/2015			3,084				5.849564
3/20/2015			6,767				5.796683
3/23/2015			1,943				5.655200
3/25/2015			1,340				5.665000
3/30/2015			28,101				5.716301
3/31/2015			10,787				5.782560
4/1/2015			2,747				5.842376
4/2/2015			1,340				5.800013
4/6/2015			4,288				5.709514
4/7/2015			6,030				5.730900
4/13/2015			5,695				5.740055
4/14/2015			871				5.694646
4/17/2015			134				5.645000
4/20/2015			3,694				5.621853
4/21/2015			7,035				5.608875
4/22/2015			5,963				5.593483
4/24/2015			1,340				5.538525
4/27/2015			536				5.553750
4/28/2015			2,212				5.570947
4/29/2015			3,550				5.646214
4/30/2015			1,407				5.782405
5/1/2015			469				5.837143
5/4/2015			4,087				5.725557