SEC Form SC 13G/A filed by American Financial Group Inc. (Amendment)

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

CUSIP No.   G06207115

1

NAME OF REPORTING PERSONS

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

American Financial Group, Inc.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) ☐
(b) ☒

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America - Ohio

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5

SOLE VOTING POWER

2,387,368⁽¹⁾

6

SHARED VOTING POWER

0

7

SOLE DISPOSITIVE POWER

2,387,368⁽¹⁾

8

SHARED DISPOSITIVE POWER

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,387,368⁽¹⁾

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*                                                                                                                                                                                                             ☐ ☐

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

13.9%

12

TYPE OF REPORTING PERSON*

HC

Item 1(a)

Name of Issuer:  Atlas Financial Holdings, Inc., a Cayman Islands corporation (the “Company”)

Item 1(b)

Address of Issuer's Principal Executive Office:  953 American Lane, 3rd Floor, Schaumburg, IL 60173

Item 2(a)

Name of Person Filing:  American Financial Group, Inc. (“AFG”)

Item 2(b)

Address of Principal Business Office:

Great American Insurance Group Tower
301 East Fourth Street
Cincinnati, Ohio  45202

Item 2(c)

Citizenship:  U.S.A. – Ohio

Item 2(d)

Title of Class of Securities:  Common, $0.003 par value per share (the “Common Shares”)

Item 2(e)

CUSIP Number:  G06207115

Item 3

If this Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b), check whether the Person Filing is a:  (g) a parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).

Item 4

Ownership:

(a)

See Item 9 of page 2.  Represents warrants to purchase 2,387,368 Common Shares until June 10, 2024, under a Warrant Agreement dated June 10, 2019 (the “Warrant Agreement”), at an initial exercise price of $0.69 per share, with both the number of Common Shares subject to the Warrant Agreement and the exercise price subject to adjustment as set forth in the Warrant Agreement.

(b)

See Item 11 of page 2.

(c)

See Items 5-8 of page 2.

 

Item 5

Ownership of 5% or Less of a Class:  N/A

Item 6

Ownership of More Than 5% on Behalf of Another Person:  N/A

Item 7

Great American Insurance Company (IC-Ohio)

Item 8

Identification and Classification of Members of the Group:  N/A

Item 9

Notice of Dissolution of Group:  N/A

Item 10

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

January 20, 2022

American Financial Group, Inc.