Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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KINGSWAY FINANCIAL SERVICES INC. (Name of Issuer) |
Common Stock, $0.01 par value per share (Title of Class of Securities) |
496904202 (CUSIP Number) |
Charles L. Frischer 3156 East Laurelhurst Drive, Seattle, WA, 98105 917-528-1465 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
04/11/2025 (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.
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).
SCHEDULE 13D
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| CUSIP No. | 496904202 |
| 1 |
Name of reporting person
Charles Frischer | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
1,863,324.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
6.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, $0.01 par value per share | |
| (b) | Name of Issuer:
KINGSWAY FINANCIAL SERVICES INC. | |
| (c) | Address of Issuer's Principal Executive Offices:
10 S. RIVERSIDE PLAZA, SUITE 1520, CHICAGO,
ILLINOIS
, 60606. | |
Item 1 Comment:
This Amendment No. 3 to Schedule 13D (this "Amendment") amends certain information contained in the Schedule 13D filed by Charles Frischer on April 27, 2020, as amended by Amendment No. 1 to the Schedule 13D filed by Charles Frischer on May 15, 2020, as amended by Amendment No. 2 to the Schedule 13D filed by Charles Frischer on July 31, 2020, with respect to his interests in the Common Stock, par value $0.01 per share (the "Shares") of Kingsway Financial Services Inc., a Delaware corporation (the "Issue
r") (the "13D"). Capitalized terms used but not defined herein have the meanings ascribed to them in the 13D. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | As of the date of this Amendment No. 3 to Schedule 13D, Mr. Frischer directly or through his IRA owns 1,852,798 Shares and 4,000 Class B Preferred Shares, par value $0.01 per share (the "Preferred Shares"). Each Preferred Share is convertible into approximately 2.6316 Shares. Accordingly, Mr. Frischer beneficially owns 1,863,234 representing approximately 6.8% of the total outstanding Shares, assuming conversion of all of Mr. Frischer's Preferred Shares. The percentages set forth above and on the cover pages hereto represent the percentage of the outstanding Shares based on a total of 27,537,151 Shares outstanding as of May 8, 2025, which amount is derived from amount reported in the Issuer's Quarterly Report on Form 10-Q for the period ended March 31, 2025. | |
| (b) | Mr. Frischer has sole voting and sole investment power with respect to 1,863,324 Shares. | |
| (c) | None. | |
| (d) | Not applicable. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
As of April 11, 2025, Mr. Frischer is no longer a member of the Board of Directors of the Issuer. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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