SEC Form SC 13D/A filed by Conifer Holdings Inc. (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 7)*

Conifer Holdings, Inc.

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

20731J102

(CUSIP Number)

Conifer Holdings, Inc.

3001 West Big Beaver Road, Suite 200

Troy, MI 48084

(248) 559-0840

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

March 24, 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 that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* 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).

SCHEDULE 13D

SCHEDULE 13D

SCHEDULE 13D

SCHEDULE 13D

Item 1. Security and Issuer

This Schedule 13D is being filed with respect to shares of Common Stock issued by Conifer Holdings, Inc., whose principal executive offices are at 3001 West Big Beaver Road, Suite 200, Troy, MI 48084.

Item 2. Identity and Background

Nicholas J. Petcoff is the Co-Chief Executive Officer and a Director of Conifer Holdings, Inc. Andrew Petcoff resigned from Conifer Holdings, Inc. Board of Directors on December 31, 2022. Andrew Petcoff no longer has any affiliation with Conifer Holdings, Inc.

Item 3. Source and Amount of Funds or Other Considerations

Not applicable.

Item 4. Purpose of Transaction

Not applicable.

Item 5. Interest in Securities of the Issuer

As of the time of this filing, Nicholas J. Petcoff owns 360,314 shares of the Issuer’s Common Stock, or a 2.9% ownership interest of the Issuer’s Common Stock, including 85,000 shares that may be acquired within 60 days upon the exercise of options.

As of the time of this filing, Andrew Petcoff owns 199,007 shares of the Issuer’s Common Stock, or a 1.6% ownership interest of the Issuer’s Common Stock, including 12,000 shares that may be acquired within 60 days upon the exercise of options.

SCHEDULE 13D

As of the time of this filing, Nicholas J. Petcoff has the sole power to vote or to direct the vote of 0 shares of the Issuer’s Common Stock. Nicholas J. Petcoff has the sole power to dispose or to direct the disposition of 360,314 shares of the Issuer's Common Stock, including 85,000 shares that may be acquired within 60 days upon the exercise of options.

As of the time of this filing, Andrew Petcoff has the sole power to vote or to direct the vote of 0 shares of the Issuer’s Common Stock. Andrew Petcoff has the sole power to dispose or to direct the disposition of 199,007 shares of the Issuer's Common Stock, including 12,000 shares that may be acquired within 60 days upon the exercise of options.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

On August 8, 2022, James G. Petcoff, Nicholas J. Petcoff, and Andrew Petcoff entered into a voting agreement. These individuals are holders of record and the “beneficial owner” (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of certain shares of common stock (“Shares”) and options to purchase Shares of Conifer. These individuals entered into the voting agreement, to permit James G. Petcoff to vote all of the Issuer’s shares owned by each of James G. Petcoff, Nicholas J. Petcoff and Andrew Petcoff.

Item 7. Material to be Filed as Exhibits

None.

SCHEDULE 13D

SIGNATURE

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.