SEC FORM 4

SEC FORM 4 SEC Form 4

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).

1. Name and Address of Reporting Person^*

Weissmann Jeffrey

(Last)

(First)

(Middle)

C/O NGHC

59 MAIDEN LANE, 38TH FLOOR

(Street)

NEW YORK

10038

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
National General Holdings Corp. [ NGHC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
General Counsel & Secretary

3. Date of Earliest Transaction (Month/Day/Year)
01/04/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, $.01 par value	01/04/2021		D		93,307	D⁽¹⁾	$0	0	D
Common Stock, $.01 par value	01/04/2021		D		7,300	D⁽¹⁾	$0	0	I	By reporting person as UTMA custodian for children

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option to Purchase Common Stock	$6.53	01/04/2021		D⁽²⁾			32,663	01/27/2013	01/27/2022	Common Stock, $.01 par value	32,663	$0⁽²⁾	0	D
Option to Purchase Common Stock	$10.5	01/04/2021		D⁽²⁾			185,875	06/06/2014	06/06/2023	Common Stock, $.01 par value	185,875	$0⁽²⁾	0	D
Restricted Stock Units	⁽³⁾	01/04/2021		D⁽⁴⁾			10,322	⁽⁵⁾	⁽⁵⁾	Common Stock, $.01 par value	10,322	$0⁽⁴⁾	0	D
Restricted Stock Units	⁽³⁾	01/04/2021		D⁽⁴⁾			31,197	⁽⁶⁾	⁽⁶⁾	Common Stock, $.01 par value	31,197	$0⁽⁴⁾	0	D
Restricted Stock Units	⁽³⁾	01/04/2021		D⁽⁴⁾			54,462	⁽⁷⁾	⁽⁷⁾	Common Stock, $.01 par value	54,462	$0⁽⁴⁾	0	D

Explanation of Responses:

1. Disposed of pursuant to the Agreement and Plan of Merger, dated as of July 7, 2020, by and among National General Holdings Corp., The Allstate Corporation, and Bluebird Acquisition Corp. (the "Merger Agreement") in exchange for $32.00 per share in cash (the "Merger Consideration") plus a special dividend of $2.50 per share (the "Special Dividend," and together with the Merger Consideration, the "Total Consideration").

2. Pursuant to the Merger Agreement, each outstanding option was canceled in exchange for a cash payment equal to the product of (a) the Total Consideration of $34.50 minus the exercise price per share of common stock underlying such option multiplied by (b) the number of shares of common stock underlying each such option, less any applicable withholding taxes.

3. When granted, each restricted stock unit represented a contingent right to receive one share of National General Holdings Corp.'s common stock.

4. Pursuant to the Merger Agreement, each outstanding restricted stock unit granted prior to July 7, 2020 was canceled in exchange for a cash payment equal to the Total Consideration of $34.50 multiplied by the number of shares of common stock underlying each such restricted stock unit, less any applicable withholding taxes.

5. On February 26, 2018, Mr. Weissmann received restricted stock units subject to a three-year vesting schedule, vesting 33 1/3% on the first, second and third anniversaries of the grant date.

6. On February 26, 2019, Mr. Weissmann received restricted stock units subject to a three-year vesting schedule, vesting 33 1/3% on the first, second and third anniversaries of the grant date.

7. On February 20, 2020, Mr. Weissmann received restricted stock units subject to a three-year vesting schedule, vesting 33 1/3% on the first, second and third anniversaries of the grant date.

Remarks:

	/s/ Jeffrey Weissmann	01/04/2021
	** 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.

SEC Form 4: Jeffrey Weissmann disposed to the issuer $0 worth of Common Stock (100,607 units at $0.00), decreasing ownership by 100% to 0 units