15-12B

15-12B 1 d30138d1512b.htm 15-12B 15-12B

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 15

CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 001-36311

NATIONAL GENERAL HOLDINGS CORP.

(Exact name of registrant as specified in its charter)

59 Maiden Lane, 38^th Floor

New York, New York 10038

(212) 380-9500

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Copy to:

Daniel G. Gordon

Vice President, Assistant General Counsel, and Assistant Secretary

The Allstate Corporation

2775 Sanders Road, Suite A2W

Northbrook, Illinois 60062-6127

(847) 402-5000

Common Stock, par value $0.01 per share

(Title of each class of securities covered by this Form)

7.50% Non-Cumulative Preferred Stock, Series A (par value $0.01 per share)

Depositary Shares, Representing 1/40th of a Share of 7.50% Non-Cumulative Preferred Stock, Series B (par value $0.01 per share)

Depositary Shares, Representing 1/40th of a Share of 7.50% Non-Cumulative Preferred Stock, Series C (par value $0.01 per share)

7.625% Subordinated Notes Due 2055

(Titles of all other classes of securities for which a duty to file reports under section 13(a) or 15(d) remains)

Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to terminate or suspend the duty to file reports:


Rule 12g-4(a)(1)		☒
Rule 12g-4(a)(2)		☐
Rule 12h-3(b)(1)(i)		☒
Rule 12h-3(b)(1)(ii)		☐
Rule 15d-6		☐
Rule 15d-22(b)		☐

Approximate number of holders of record as of the certification or notice date: 1

On January 4, 2021, pursuant to the Agreement and Plan of Merger, dated as of July 7, 2020, by and among National General Holdings Corp., a Delaware corporation (the “Company”), The Allstate Corporation, a Delaware corporation (“Parent”), and Bluebird Acquisition Corp., a Delaware corporation and an indirect wholly-owned subsidiary of Parent (“Merger Sub”), Merger Sub merged with and into the Company (the “Merger”), with the Company continuing as the surviving company in the Merger and an indirect subsidiary of Parent. As a result of the Merger, all shares of common stock of the Company have been cancelled and converted into the right to receive a cash payment.

Pursuant to the requirements of the Securities Exchange Act of 1934, National General Holdings Corp. has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person.


		NATIONAL GENERAL HOLDINGS CORP.

Date: January 14 , 2021	By:	/s/ Jeffrey Weissmann
		Name: Jeffrey Weissmann
		Title: General Counsel and Secretary

SEC Form 15-12B filed