Kingsway Financial Services Inc.
9.20%
2,547,000
1072627
496904202
Mar 25, 2025
Apr 2, 2025, 04:15 PM
Reporting Persons (4)
This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| David Capital Partners, LLC | Investment Adviser | 9.20% | 2,547,000 | 0 | 1,232,000 |
| Adam J. Patinkin | Individual | 9.20% | 2,547,000 | 0 | 1,232,000 |
| David Capital Partners Special Situation Fund, LP | Partnership | 5.50% | 1,524,000 | 0 | 484,000 |
| David Capital Partners Fund, LP | Partnership | 3.70% | 1,023,000 | 0 | 748,000 |
Disclosure Items (7)
Common Stock, par value $0.01 per share
Kingsway Financial Services Inc.
10 S. Riverside Plaza, Chicago, IL, 60606
This Statement is filed by (i) David Capital Partners, LLC, a Delaware limited liability company, (ii) David Capital Partners Fund, LP, a Delaware limited partnership ("DCP Fund"), (iii) David Capital Partners Special Situation Fund, LP, a Delaware limited partnership ("DCP Special"), and (iv) Adam J. Patinkin. The foregoing entities and person are sometimes referred to herein individually as a "Reporting Person" and collectively as the "Reporting Persons." The Reporting Persons are filing this Statement jointly. Neither the fact of this filing nor anything contained herein shall be deemed to be an admission by any of the Reporting Persons that they constitute a "group."
The business address of each of the Reporting Persons is c/o David Capital Partners, LLC, 737 N. Michigan Avenue, Suite 1405, Chicago, Illinois 60611.
The principal business of each of DCP Fund and DCP Special is serving as a private investment fund. The general partner of both DCP Fund and DCP Special is David Capital Partners, LLC. The principal business of David Capital Partners, LLC is to provide investment management services. The principal occupation of Mr. Patinkin is serving as Managing Partner of David Capital Partners, LLC.
None of the Reporting Persons or any of their partners, managers, officers, or other controlling persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Mr. Patinkin is a U.S. citizen. David Capital Partners, LLC is a Delaware limited liability company. Both DCP Fund and DCP Special are Delaware limited partnerships.
The total cost for purchasing the Common Stock reported as directly held by DCP Fund was approximately $2,155,777, including fees and brokerage costs. The source of these funds was working capital. The total cost for purchasing the Common Stock reported as directly held by DCP Special was approximately $3,884,683, including fees and brokerage costs. The source of these funds was working capital. The information set forth in Item 4 regarding the stock options acquired by DCP Fund and DCP Special is incorporated herein by reference.
The Reporting Persons beneficially own in the aggregate 2,547,000 shares of Common Stock, which represents approximately 9.2% of the Company's outstanding shares of Common Stock. Each of DCP Fund and DCP Special 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 holds any of the shares of Common Stock disclosed in this Statement. The Reporting Persons' holdings include an option to purchase 275,000 shares of Common Stock held by DCP Fund and options to purchase an aggregate of 1,040,000 shares of Common Stock held by DCP Special. These options have an exercise price of $8.25 per share and are exercisable in full, and expire on, December 29, 2025. David Capital Partners, LLC, as the investment manager and general partner of each of DCP Fund and DCP Special, may be deemed to be a beneficial owner of the shares of Common Stock disclosed as directly owned by such entities. Due to his position with David Capital Partners, LLC, Mr. Patinkin may be deemed to be a beneficial owner of the shares of Common Stock disclosed as directly owned by DCP Fund and DCP Special. David Capital Partners, LLC and Mr. Patinkin expressly disclaim such beneficial ownership except to the extent of their pecuniary interest therein. Each percentage ownership of Common Stock set forth in this Statement is based on 27,537,151 shares of Common Stock reported by the Company as outstanding on March 17, 2025 in its Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Securities and Exchange Commission on March 17, 2025.
Each of DCP Fund and DCP Special beneficially owns, and has the shared power to direct the voting and disposition of, the shares of Common Stock disclosed as beneficially owned by it in the applicable table set forth on the cover page to this Statement. David Capital Partners, LLC, as the investment manager and general partner of each of DCP Fund and DCP Special, has the shared power to direct the voting and disposition of the shares of Common Stock held by such entities. Due to his position with David Capital Partners, LLC, Mr. Patinkin may be deemed to have the shared power to direct the voting and disposition of the shares of Common Stock held by DCP Fund and DCP Special.
The information set forth in Item 4 is incorporated herein by reference.
No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Common Stock beneficially owned by the Reporting Persons.
Not applicable.
The information set forth in Item 4 is incorporated herein by reference. Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the Reporting Persons have entered into an agreement with respect to the joint filing of this Statement, which agreement is set forth on the signature page to this Statement.
Exhibit 99.1 - Option Agreement, dated March 31, 2025, by and between Stilwell Value LLC, as seller, and David Capital Partners Fund, LP, and David Capital Partners Special Situation Fund, LP, as buyers. Exhibit 99.2 - Option Agreement, dated March 31, 2025, by and between Oakmont Capital Inc., as seller, and David Capital Partners Special Situation Fund, LP, as buyer.