Kingsway (NYSE: KFS) awards director 400,000 options at $20 and $30
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
KINGSWAY Corp director Adam Jonathan Patinkin received a grant of 400,000 nonqualified stock options for Kingsway common stock. The options are split into 200,000 at an exercise price of $20 per share and 200,000 at $30 per share, all with a 10-year term.
According to the vesting schedule, 100,000 options at $20 vested on the grant date, another 100,000 at $20 vest on the first anniversary, 100,000 at $30 vest on the second anniversary, and the final 100,000 at $30 vest on the third anniversary, subject to his continued service.
Entities managed by David Capital Partners, LLC hold 1,524,000 and 1,023,000 Kingsway common shares, and 68,421.08 shares of Class D Preferred Stock that are convertible at a basis of 2.63158 common shares per preferred share and are redeemable by the company on May 8, 2032.
Positive
- None.
Negative
- None.
Insider Trade Summary
5 transactions reported
Mixed
5 txns
Insider
Patinkin Adam Jonathan
Role
null
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Nonqualified Stock Option | 200,000 | $0.00 | -- |
| Grant/Award | Nonqualified Stock Option | 200,000 | $0.00 | -- |
| holding | Class D Preferred Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Nonqualified Stock Option — 200,000 shares (Direct, null);
Class D Preferred Stock — 68,421.08 shares (Indirect, by David Capital Partners Special Situation Fund, LP);
Common Stock — 1,023,000 shares (Indirect, by David Capital Partners Fund, LP)
Footnotes (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. 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. 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. 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. 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.
Key Figures
Option grant size: 400,000 options
Lower exercise price: $20 per share
Higher exercise price: $30 per share
+5 more
8 metrics
Option grant size
400,000 options
Nonqualified stock options granted to director Adam Jonathan Patinkin
Lower exercise price
$20 per share
Exercise price for 200,000 options
Higher exercise price
$30 per share
Exercise price for 200,000 options
Option term
10 years
Nonqualified stock option duration for 400,000 options
Indirect common shares (DCP Special)
1,524,000 shares
Kingsway common stock held by David Capital Partners Special Situation Fund, LP
Indirect common shares (DCP Fund)
1,023,000 shares
Kingsway common stock held by David Capital Partners Fund, LP
Class D Preferred held
68,421.08 shares
Class D Preferred Stock held by David Capital Partners Special Situation Fund, LP
Conversion ratio
2.63158 common shares
Common stock per share of Class D Preferred Stock
Key Terms
Nonqualified Stock Option, Class D Preferred Stock, stated value, conversion basis, +1 more
5 terms
Nonqualified Stock Option financial
"The option consists of tranches with different exercise prices."
Class D Preferred Stock financial
"The shares of Class D Preferred Stock of Kingsway Corporation have a stated value of $25 per share."
stated value financial
"The shares of Class D Preferred Stock of Kingsway Corporation have a stated value of $25 per share."
Stated value is an accounting figure a company assigns to a share when the share has no par (legal) value; it becomes the portion of proceeds recorded as the company’s permanent capital for regulatory and bookkeeping purposes. It matters to investors because it affects the equity reported on the balance sheet and the legal limits on distributions or dividend payments, but it is not the market price — think of it as a record-keeping sticker price rather than what buyers actually pay.
conversion basis financial
"are convertible at any time into shares of Common Stock at a conversion basis equal to 2.63158 shares of Common Stock"
vesting financial
"The option vests as follows: 100,000 shares vested on the grant date and future tranches vest on anniversaries of the grant date."
Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.
FAQ
What did Kingsway (KFS) disclose about Adam Patinkin’s new stock options?
Kingsway disclosed that director Adam Jonathan Patinkin received a grant of 400,000 nonqualified stock options. These options are split between $20 and $30 exercise prices, vesting over three years, and carry a 10-year term, aligning his compensation with long-term shareholder value.
How are Adam Patinkin’s 400,000 Kingsway (KFS) options structured and vested?
The 400,000 options are divided into 200,000 at $20 and 200,000 at $30 per share. 100,000 at $20 vested immediately, 100,000 at $20 vest after one year, and two 100,000 tranches at $30 vest on the second and third anniversaries, contingent on continued service.
What is the conversion and redemption profile of Kingsway (KFS) Class D Preferred Stock?
Kingsway’s Class D Preferred Stock can be converted at any time into common stock at 2.63158 shares per preferred share. All outstanding Class D Preferred shares are to be redeemed by the company on May 8, 2032, providing a clear timeline for this security’s lifecycle.