UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
(Amendment No. 1)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO § 240.13d-2
| Midwest Holding Inc. |
| (Name of Issuer) |
| Voting Common Stock, $0.001 par value |
| (Title of Class of Securities) |
| 59833J206 |
| (CUSIP Number) |
| December 31, 2021 |
| (Date of Event Which Requires Filing of the Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ¨ | Rule 13d-1(b) |
| x | Rule 13d-1(c) |
| ¨ | Rule 13d-1(d) |
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 the disclosures provided in a prior cover page.
The information required in 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. 59833J206 | 13G | Page 2 of 5 Pages |
| 1. | NAME OF REPORTING PERSONS
Knott Partners, L.P. |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ¨ (b) ¨ |
| 3. | SEC USE ONLY
|
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
New Jersey |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
243,937 |
| 6. | SHARED VOTING POWER
0 | |
| 7. | SOLE DISPOSITIVE POWER
243,937 | |
| 8. | SHARED DISPOSITIVE POWER
0 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
243,937 |
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨ |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.5% |
| 12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN |
| Cusip No. 59833J206 | 13G | Page 3 of 5 Pages |
| Item 1(a). | Name of Issuer: |
| Midwest Holding Inc. | |
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
| 2900 South 70th Street, Suite 400, Lincoln, NE 68506 | |
| Item 2(a). | Name of Person Filing: |
| Knott Partners, L.P. | |
| Item 2(b). | Address of Principal Business Office or, if none, Residence: |
| 485 Underhill Boulevard, Suite 205, Syosset, New York 11791 | |
| Item 2(c). | Citizenship: |
| New Jersey | |
| Item 2(d). | Title of Class of Securities: |
| Voting Common Stock, par value $0.001 per share | |
| Item 2(e). | CUSIP Number: |
| 59833J206 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) | ¨ | Broker or dealer registered under section 15 of the Act ( 15 U.S.C. 78o); | |
| (b) | ¨ | Bank as defined in section 3(a)(6) of the Act ( 15 U.S.C. 78c); | |
| (c) | ¨ | Insurance company as defined in section 3(a)(19) of the Act ( 15 U.S.C. 78c); | |
| (d) | ¨ | Investment company registered under section 8 of the Investment Company Act of 1940 ( 15 U.S.C 80a-8); | |
| (e) | ¨ | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | ¨ | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | ¨ | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | ¨ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act ( 12 U.S.C. 1813); | |
| (i) | ¨ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 ( 15 U.S.C. 80a-3); | |
| (j) | ¨ | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J); | |
| (k) | ¨ | Group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____ |
| Cusip No. 59833J206 | 13G | Page 4 of 5 Pages |
| Item 4. | Ownership: |
| Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. |
| (a) | Amount beneficially owned: As of the date of this filing, the Reporting Person may be deemed to be the beneficial owner of 243,937 shares of voting common stock, $0.001 par value, of Midwest Holding Inc. (the “Company”). | ||
| (b) | Percent of class: 6.5% | ||
| (c) | Number of shares as to which the person has: | ||
| (i) | Sole power to vote or to direct the vote: 243,937 | ||
| (ii) | Shared power to vote or to direct the vote: 0 | ||
| (iii) | Sole power to dispose or to direct the disposition of: 243,937 | ||
| (iv) | Shared power to dispose or to direct the disposition of: 0 | ||
| Item 5. | Ownership of Five Percent or Less of a Class:
N/A |
| If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ¨. | |
| Item 6. | Ownership of More Than Five Percent on Behalf of Another Person: |
| N/A | |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company: |
| N/A | |
| Item 8. | Identification and Classification of Members of the Group: |
| N/A | |
| Item 9. | Notice of Dissolution of Group: |
| N/A | |
| Item 10. | Certifications: |
| By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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. |
| Cusip No. 59833J206 | 13G | Page 5 of 5 Pages |
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.
| Date: | February 11, 2022 |
| Knott Partners, L.P., | ||
| by: Knott Partners Management, LLC, as general partner | ||
| By: | /s/ David M. Knott, Jr. | |
| Executive Managing Member | ||
| Name: | David M. Knott, Jr. | |