| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
(Country) | 2. Issuer Name and Ticker or Trading Symbol
KINGSWAY Corp [ KWY ] | 5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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| 2a. Foreign Trading Symbol
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| 3. Date of Earliest Transaction
(Month/Day/Year) 05/18/2026 | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| 4. If Amendment, Date of Original Filed
(Month/Day/Year) |
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 1,023,000 | I | by David Capital Partners Fund, LP(1)(2) | |||||||
| Common Stock | 1,524,000 | I | by David Capital Partners Special Situation Fund, LP | |||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class D Preferred Stock | $9.5(3) | 05/08/2025 | 05/08/2032(3) | Common Stock | 68,421.08(3) | 26,000 | I | by David Capital Partners Special Situation Fund, LP(2) | |||||||
| Nonqualified Stock Option | $20(4) | 05/18/2026 | A | 200,000 | 05/18/2026 | 05/18/2036(5) | Common Stock | 200,000 | $0 | 200,000 | D | ||||
| Nonqualified Stock Option | $30(4) | 05/18/2026 | A | 200,000 | 05/18/2028 | 05/18/2036(5) | Common Stock | 200,000 | $0 | 200,000 | D | ||||
| Explanation of Responses: |
| 1. David Capital Partners, LLC, as the investment manager and general partner of David Capital Partners Fund, LP ("DCP Fund"), may be deemed to be a beneficial owner of the shares of common stock disclosed as directly owned by DCP Fund. Due to his position as managing partner of 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. David Capital Partners, LLC and Mr. Patinkin expressly disclaim such beneficial ownership except to the extent of their pecuniary interest therein. |
| 2. David Capital Partners, LLC, as the investment manager and general partner of David Capital Partners Special Situation Fund, LP ("DCP Special"), may be deemed to be a beneficial owner of the shares of common stock disclosed as directly owned by DCP Special. Due to his position as managing partner of 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 Special. David Capital Partners, LLC and Mr. Patinkin expressly disclaim such beneficial ownership except to the extent of their pecuniary interest therein. |
| 3. The shares of Class D Preferred Stock of Kingsway Corporation (the "Company") have a stated value of $25 per share and are convertible at any time into shares of Common Stock, par value $0.01 per share, of the Company (the "Common Stock") at a conversion basis equal to 2.63158 shares of Common Stock for each share of Class D Preferred Stock, subject to customary adjustments. All outstanding shares of Class D Preferred Stock shall be redeemed by the Company on May 8, 2032. |
| 4. The option consists of tranches with different exercise prices. An aggregate of 200,000 options have an exercise price of $20 per share, of which 100,000 vested on the grant date and 100,000 will vest on the first anniversary of the grant date. The remaining 200,000 options have an exercise price of $30 per share, with 100,000 vesting on the second anniversary of the grant date and 100,000 vesting on the third anniversary of the grant date. |
| 5. Represents a 10-year stock option to purchase an aggregate of 400,000 shares of common stock. The option vests as follows: (i) 100,000 shares vested on the grant date at an exercise price of $20 per share; (ii) 100,000 shares will vest on the first anniversary of the grant date at an exercise price of $20 per share; (iii) 100,000 shares will vest on the second anniversary of the grant date at an exercise price of $30 per share; and (iv) 100,000 shares will vest on the third anniversary of the grant date at an exercise price of $30 per share. Vesting is subject to the reporting person's continued service through each applicable vesting date. |
| /s/Kent A. Hansen, attorney-in-fact for Adam Jonathan Patinkin | 05/20/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
| * Form 4: SEC 1474 (03-26) | ||