Filing Details

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________

 

SCHEDULE 13D

under the Securities Exchange Act of 1934

_______________________

 

KINGSWAY FINANCIAL SERVICES INC.

(Name of Issuer)

 

Common Stock, $0.01 par value per share

(Title of Class of Securities)

 

496904202

(CUSIP Number of Class

of Securities)

_______________________

 

Charles L. Frischer

4404 52nd Avenue NE

Seattle, WA 98105

______________________________________________________________________

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

April 23, 2020

(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), 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 Rule 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 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).

  

(continued on next page(s))

Page 1 of 6

 

 

CUSIP No.  496904202

13D

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1	Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person   Charles Frischer I.R.S. I.D. No.
2	Check the Appropriate Box if a Member of a Group *		(a) ☐ (b) ☒
3	SEC Use Only
4	Sources of Funds *   PF
5	Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(e) of 2(f)		☐
6	Citizenship or Place of Organization   USA
Number of Shares Beneficially Owned by Each Reporting Person With	7	Sole Voting Power   1,158,040
	8	Shared Voting Power   - 0 -
	9	Sole Dispositive Power   1,158,040
	10	Shared Dispositive Power   - 0 -
11	Aggregate Amount Beneficially Owned by Each Reporting Person   1,158,040
12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*		☐
13	Percent of Class Represented by Amount in Row (11)   5.04%
14	Type of Reporting Person*   IN

 

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

 

CUSIP No.  496904202

13D

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Item 1. Security and Issuer

 

This Schedule 13D relates to Common Stock, par value $0.01 per share (the “Shares”) of Kingsway Financial Services Inc., a Delaware corporation (the “Issuer”). The principal executive offices of the Issuer are located at 150 Pierce Rd., Itasca, IL 60143.

 

Item 2. Identity and Background.

 

(a)       This statement is being filed by Charles Frischer, an individual.

 

(b)       The principal business address of the filer is 4404 52nd Avenue NE, Seattle, WA 98105.

 

(c)       The principal business of Charles Frischer is private investing.

 

(d) – (e) Legal Proceedings

 

During the past five years, the Reporting Person has not been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to any civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of which such person 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. 

 

(f)       Citizenship

 

Mr. Frischer is a citizen of the United States.

 

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

 

The total amount of funds required to acquire the Shares acquired by Mr. Frischer was $2,553,532. Mr. Frischer used personal funds and funds in his IRA to acquire his Shares.

 

Item 4. Purpose of Transaction.

 

The Reporting Person acquired the Shares reported herein with a view to making a profit on his investment. The Reporting Person intends to review his investment in the Issuer on a continuing basis and may engage in discussions with management, the Issuer's board of directors, other shareholders of the Issuer and other relevant parties concerning the Issuer's business, operations, governance, management, strategy and future plans. Depending on various factors including, without limitation, the Issuer's financial position, future actions taken by the Issuer's board of directors, price levels of the Shares, other available investment opportunities, conditions in the securities market and general economic and industry conditions, the Reporting Person may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, seeking representation on the Issuer’s board of directors, changes in management of the Issuer and potential strategic transactions by the Issuer.

  

 

CUSIP No.  496904202

13D

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Item 5. Interest of Securities of the Issuer.

 

(a) and (b) Beneficial ownership

 

As of the date of this Schedule 13D, Mr. Frischer directly or through his IRA owns 1,158,040 Shares. Accordingly, Mr. Frischer beneficially owns 1,158,040 Shares representing approximately 5.04% of the outstanding Shares. The percentage set forth above and on the cover pages hereto represent the percentage of the outstanding Shares based on a total of 22,958,519 Shares outstanding on April 10, 2020, which amount is derived from amount reported in the Issuer’s Third Quarter Report on Form 10-Q for the period ended September 30, 2019.

 

(c)       Transactions during the past sixty days

 

Information with respect to the Reporting Person’s transactions effected during the past 60 days are set forth on Annex A hereto.

 

(d)       Right to receive dividends or proceeds

 

Not applicable.

 

(e)       Beneficial ownership of less than five percent

 

Not applicable.

 

Item 6.

Contracts, Arrangement, Understandings or Relationships With Respect to Securities of the Issuer.

 

Except as otherwise provided in this Schedule 13D, there are no contracts, arrangements, understandings or relationships between the Reporting Person and any persons with respect to any securities of the Issuer.

  

 

CUSIP No.  496904202

13D

Page 5 of 6

 

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.

 

Pursuant to Rule 13d-1(k), this Schedule 13D is filed on behalf of the Reporting Person.

 

Dated as of:  April 27, 2020

  

	/s/ Charles Frischer
	Charles Frischer

  

Attention:  Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).

  

 

CUSIP No.  496904202

13D

Page 6 of 6

  

ANNEX A

 

Schedule of Transactions in Common Shares of the Issuer

During the Past 60 Days

 

Date of Transaction	Quantity Purchased (Sold)	Price per Share
4/23/2020	64,358	1.48
4/22/2020	46,944	1.33
3/20/2020	(7,006)	2.15
3/19/2020	(24,800)	2.14
3/18/2020	(23,996)	2.16
3/4/2020	7,000	2.08
3/3/2020	10,000	2.04

 

(1)

All purchases/sales were effected through open market or privately negotiated transactions.