FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 01/12/2023 |
3. Issuer Name and Ticker or Trading Symbol
Skyward Specialty Insurance Group, Inc. [ SKWD ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock | 422,608 | I | Marquis Lafayette, LLC(1) |
Common Stock | 23,630(2)(3) | D |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Preferred Series A Stock | (4) | (4) | Preferred Series A Stock | 262,842.919 | (4) | I | JWayne, LLC(1) |
Preferred Series A Stock | (5) | (5) | Preferred Series A Stock | 46,289.62 | (5) | I | Marquis Lafayette, LLC(1) |
Explanation of Responses: |
1. The reporting person is the controlling member of the entity. |
2. On January 1, 2021, the reporting person was granted a Restricted Stock Award in the amount of 7,582 shares of common stock. This award will fully vest on January 1, 2024. |
3. On January 1, 2021, the reporting person was granted a Restricted Stock Award in the amount of 8,450 shares of common stock. This award will fully vest on January 1, 2024. |
4. Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, upon the closing of its initial public offering, each share of convertible preferred stock will be automatically converted into shares of common stock of the issuer based on a conversion price equal to $6.04 per share of common stock. The 262,842.919 shares of stock reported on this form will convert into 2,175,851 shares of Common Stock upon the closing of the IPO. |
5. Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, upon the closing of its initial public offering, each share of convertible preferred stock will be automatically converted into shares of common stock of the issuer based on a conversion price equal to $6.04 per share of common stock. The 46,289.620 shares of stock reported on this form will convert into 383,192 shares of Common Stock upon the closing of the IPO. |
/s/ Stacy E. Skelton, Attorney-in-Fact | 01/12/2023 | |
** 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 5 (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. |