Page 4 of 8 – SEC Filing
Item 1. | Security and Issuer. |
This Statement on Schedule 13D (this Statement)
relates to the shares of common stock (Shares), par value $0.0001 (the Common Stock), of United Insurance Holdings Corp., a Delaware corporation (the Issuer). The Issuers principal
executive offices are located at 800 2nd Avenue S., St. Petersburg, FL 33701.
Item 2. | Identity and Background. |
(a) This Statement is being filed pursuant to Rule 13d-1(a)
under the Securities Exchange Act of 1934, as amended (the Exchange Act), by:
(i) | R. Daniel Peed, an individual; and |
(ii) | Peed FLP1, Ltd., L.L.P., a Texas limited liability partnership (Peed FLP1 and, together with Mr. Peed, the Reporting Persons)). |
Mr. Peed is the sole limited partner of Peed FLP1 and Peed Management, LLC is the sole general partner of Peed FLP1. Mr. Peed is the
sole member and manager of Peed Management, LLC.
The Reporting Persons have entered into a joint filing agreement, dated as of
April 13, 2017, a copy of which is attached to this Statement as Exhibit 1.
(b) The business address of Mr. Peed is
20405 Hwy 249, Ste. 430, Houston, TX 77070. The business address of Peed FLP1 is 20405 Hwy 249, Ste. 430, Houston, TX 77070.
(c) The
principal business of Peed FLP1 is the ownership of investment interests, including 11,876,563 Shares of the Issuer. The principal occupation of Mr. Peed is as CEO of AmRisc, LLC.
(d) The Reporting Persons have not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) The Reporting Persons have not, 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 were or are 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.
(f) Mr. Peed is a citizen of the United States of America.
Item 3. | Source and Amount of Funds or Other Consideration |
On April 3, 2017 (the
Closing Date), the Issuer completed the acquisition of AmCo Holding Company, a North Carolina corporation (AmCo), from RDX Holding, LLC, a Delaware limited liability company (the Sole
Stockholder), as contemplated by the Agreement and Plan of Merger, dated as of August 17, 2016 (the Merger Agreement), by and among the Issuer, Kilimanjaro Corp., a North Carolina corporation (Merger
Sub), Kili LLC, a Delaware limited liability company (Merger LLC), AmCo, the Sole Stockholder, and certain equityholders of the Sole Stockholder party thereto (collectively, the Sole Stockholder Member
Parties) which is filed hereto as Exhibit 2. The acquisition of AmCo was completed through a series of mergers, including (a) the merger of Merger Sub with and into AmCo, with AmCo surviving as a wholly-owned subsidiary of the
Issuer (the First Merger), and (b) the merger of AmCo, as the survivor of the First Merger, with and into Merger LLC, with Merger LLC surviving as a wholly-owned subsidiary of the Issuer (the Second Merger
and, together with the First Merger, the Mergers). In connection with the consummation of the Mergers, Merger LLC changed its name to AmCo Holdings Company, LLC.
At the effective time of the First Merger, the issued and outstanding shares of common stock of AmCo (other than shares owned by AmCo, the
Issuer, Merger Sub or any of their respective wholly-owned subsidiaries,