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Filing Details

Accession Number:: 0000950170-23-072664
Form Type:: 13D Filing
Publication Date:: 2023-12-21 19:00:00

Filed By:: Petcoff James G
Company:: Conifer Holdings Inc. (NASDAQ:CNFR)
Filing Date:: 2023-12-22
SEC Url:: 13D Filing

Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name	Sole Voting Power	Shared Voting Power	Sole Dispositive Power	Shared Dispositive Power	Aggregate Amount Owned Power	Percent of Class
James G. Petcoff	3,437,647	0	3,437,647	0	3,437,647	28.1%

Filing

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 8)*

Conifer Holdings, Inc.

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

20731J102

(CUSIP Number)

Conifer Holdings, Inc.

3001 West Big Beaver Road, Suite 200

Troy, MI 48084

(248) 559-0840

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 18, 2023

(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 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 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


CUSIP No. 20731J102		Page 2 of NUMPAGES \* MERGEFORMAT 7


(1)	Names of reporting persons James G. Petcoff
(2)	Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
(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)
(6)	Citizenship or place of organization United States of America
Number of		(7)	Sole voting power 3,437,647
shares beneficially owned by		(8)	Shared voting power 0
each reporting person		(9)	Sole dispositive power 3,437,647
with:		(10)	Shared dispositive power 0
(11)	Aggregate amount beneficially owned by each reporting person 3,437,647
(12)	Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ☐
(13)	Percent of class represented by amount in Row (11) 28.1%
(14)	Type of reporting person (see instructions) IN

SCHEDULE 13D


CUSIP No. 20731J102		Page 3 of NUMPAGES \* MERGEFORMAT 7

Item 1. Security and Issuer

This Schedule 13D is being filed with respect to shares of Common Stock issued by Conifer Holdings, Inc., whose principal executive offices are at 3001 West Big Beaver Road, Suite 200, Troy, MI 48084.

Item 2. Identity and Background

(a)

James G. Petcoff.

(b)

The principal business address for James G. Petcoff is 3001 West Big Beaver Road, Suite 200, Troy, MI 48084.

(c)

James G. Petcoff is the Executive Chairman and Co-Chief Executive Officer of Conifer Holdings, Inc.

(d)

During the last five years, James G. Petcoff has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)

During the last five years, James G. Petcoff has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction where, as a result of such proceeding, they were or they became 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)

James G. Petcoff is a citizen of the United States of America.

Item 3. Source and Amount of Funds or Other Considerations

Not applicable.

Item 4. Purpose of Transaction

Not applicable.

Item 5. Interest in Securities of the Issuer

(a)

As of the time of this filing, James G. Petcoff beneficially owns 3,437,647 shares of the Issuer’s Common Stock, or a 28.1% ownership interest of the Issuer’s Common Stock.

(b)

As of the time of this filing, James G. Petcoff has the sole power to vote or to direct the vote of 3,437,647 shares of the Issuer’s Common Stock. James G. Petcoff has the sole power to dispose or to direct the disposition of 3,437,647 shares of the Issuer's Common Stock.

(c)

Not applicable.

(d)

Not applicable.

(e)

Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

On December 18, 2023, James G. Petcoff, Nicholas J. Petcoff, and Andrew Petcoff terminated the voting agreement they entered into on August 8, 2022.

Item 7. Material to be Filed as Exhibits

SCHEDULE 13D


CUSIP No. 20731J102		Page 4 of NUMPAGES \* MERGEFORMAT 7



Exhibit Number		Exhibit Description

9.1		Termination Agreement dated December 18, 2023

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.

 Date: December 22, 2023
 

 Signature: /s/ James G. Petcoff
 

 Name/Title: James G. Petcoff, Executive Chairman and Co-Chief Executive Officer
 