SEC Form SC 13D filed by Hallmark Financial Services Inc.

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. __)*

 

 

 

HALLMARK FINANCIAL SERVICES, INC.

(Name of Issuer)

Common Stock, Par Value $1.00 per Share

(Title and Class of Securities)

40624Q302

(CUSIP Number)

Brent D. Baird

25 Melbourne Place

Buffalo, New York 14222

Tel. 716-830-6322

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 16, 2023

(Date of Event which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.

 

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

CUSIP No. 40624Q302		SCHEDULE 13D		Page 2 of 6

 

1.		Names of Reporting Person:     Brent D. Baird
2.		Check the Appropriate Box if a Member of a Group   (a)  ☐        (b)  ☐
3.		SEC Use Only:
4.		Source of Funds:     PF
5.		Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     ☐.
6.		Citizenship or Place of Organization:     United States

Number of Shares   Beneficially   Owned by Each Reporting Person With				7.		Sole Voting Power:     119,324 shares of common stock
				8.		Shared Voting Power:     -0-
				9.		Sole Dispositive Power:     119,324 shares of common stock
				10.		Shared Dispositive Power:     -0-

11.		Aggregate Amount Beneficially Owned by Each Reporting Person:     119,324 shares of common stock
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares     ☐
13.		Percent of Class Represented by Amount in Row (11):     Common Stock – 6.6%
14.		Type of Reporting Person:     IN

CUSIP No. 40624Q302		SCHEDULE 13D		Page 3 of 6

 

Item 1.

Security and Issuer.

This Schedule 13D (the “Schedule 13D”) relates to shares of common stock, par value $1.00 per share (“Common Stock”), of Hallmark Financial Services, Inc., a Nevada corporation (the “Company”). The principal executive offices of the Company are located at 5420 Lyndon B. Johnson Freeway, Suite 1100, Dallas, Texas, 75240.

 

Item 2.

Identity and Background.

(a) This Schedule 13D is filed by Brent D. Baird (who is referred to herein to as the “Reporting Person”).

(b) The principal address of the Reporting Person is 25 Melbourne Place, Buffalo, New York, 14222.

(c) The Reporting Person is retired from active employment.

(d) During the past five (5) years, Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the past five (5) years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities law or finding any violation with respect to such laws.

(f) The Reporting Person is a U.S. citizen.

 

Item 3.

Source and Amount of Funds or Other Consideration.

All of the shares of Common Stock owned by the Reporting Person were purchased by the Reporting Person with his personal funds. The total consideration paid for the 119,324 shares of Common Stock purchased by the Reporting Person was $1,082,145.02.

 

Item 4.

Purpose of Transaction.

The acquisition of shares of Common Stock by the Reporting Person was made for investment purposes. Depending upon overall market conditions, other investment opportunities available to the Reporting Person, and the availability of shares of Common Stock at prices that would make the purchase or sale of shares of Common Stock desirable, the Reporting Person may endeavor to increase or decrease his position in the Company through, among other things, the purchase or sale of shares of Common Stock on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Person may deem advisable.

CUSIP No. 40624Q302		SCHEDULE 13D		Page 4 of 6

 

The Reporting Person has no present plans or proposals that would relate to, or result in, any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D, except as set forth herein or as would reasonably occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Person intends to review his investment in the Company regularly. Depending on various factors including, without limitation, the Company’s financial position and investment strategy, the price level of the shares of Common Stock, conditions in the securities markets and general economic and industry conditions, the Reporting Person may in the future take such actions with respect to his investment in the Company as he deems appropriate including, without limitation, engaging in communications with management and the Board of Directors of the Company, engaging in discussions with stockholders of the Company or other third parties about the Company and the Reporting Person’s investment, making recommendations to the Company concerning business matters or suggestions for improving the Company’s financial and/or operational performance, purchasing additional shares of Common Stock, selling some or all of the Reporting Person’s shares of Common Stock, engaging in short selling of, or any hedging or similar transaction with respect to, the Reporting Person’s shares of Common Stock, including swaps and other derivative instruments, or changing his intention with respect to any and all matters referred to in Item 4.

 

Item 5.

Interest in Securities of the Issuer.

(a) and (b) The Reporting Person owns beneficially, and has the sole power to vote and dispose of, 119,324 shares of Common Stock or approximately 6.6% of the outstanding shares of Common Stock of the Company, based on 1,818,482 shares of Common Stock outstanding as of May 15, 2023, as set forth in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023.

(c) The transactions in shares of Common Stock by the Reporting Person during the past sixty (60) days were as follows:

 

Nature and Date of Transaction		Number of Shares of Common Stock Purchased				Price Per Share ($)
Open Market Purchase – 4/3/23			2,000			$	6.316
Open Market Purchase – 5/16/23			3,786			$	3.1983
Open Market Purchase – 5/17/23			10,000			$	3.4743
Open Market Purchase – 5/18/23			6,025			$	4.2304
Open Market Purchase – 5/19/23			8,736			$	4.5139

(d) No other person is known to the Reporting Person to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock covered by this Schedule 13D.

(e) Not applicable.

CUSIP No. 40624Q302		SCHEDULE 13D		Page 5 of 6

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to the Securities of the Issuer.

To the knowledge of the Reporting Person, there are no contracts, arrangements, understandings or relationships between the Reporting Person and any other person or entity with respect to the securities of the Company, including but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

 

Item 7.

Material to be filed as Exhibits.

24.1 Power of Attorney granted by Brent D. Baird to Craig M. Fischer, dated May 24, 2023.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete, and correct.

Date: May 25, 2023