SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Rendall Peter A.

(Last)

(First)

(Middle)

C/O NGHC

59 MAIDEN LANE, 38TH FLOOR

(Street)

NEW YORK

10038

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
National General Holdings Corp. [ NGHC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	COO and Treasurer

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, $.01 par value	02/26/2018		M		2,668⁽¹⁾	A	$0	2,685	D
Common Stock, $.01 par value	02/26/2018		F		1,155⁽²⁾	D	$0	1,530	D
Common Stock, $.01 par value	02/27/2018		M		1,796⁽³⁾	A	$0	3,326	D
Common Stock, $.01 par value	02/27/2018		F		668⁽⁴⁾	D	$0	2,658	D
Common Stock, $.01 par value	02/28/2018		M		6,430⁽⁵⁾	A	$0	9,088	D
Common Stock, $.01 par value	02/28/2018		F		2,434⁽⁶⁾	D	$0	6,654	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽⁷⁾	02/26/2018		M			2,668	⁽⁸⁾	⁽⁸⁾	Common Stock, $.01 par value	2,668	$0	2,669	D
Restricted Stock Units	⁽⁷⁾	02/27/2018		M			1,796	⁽⁹⁾	⁽⁹⁾	Common Stock, $.01 par value	1,796	$0	0	D
Restricted Stock Units	⁽⁷⁾	02/28/2018		M			6,430	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock, $.01 par value	6,430	$0	12,863	D
Restricted Stock Units	⁽⁷⁾	02/26/2018		A		21,090		⁽¹¹⁾	⁽¹¹⁾	Common Stock, $.01 par value	21,090	$0	21,090	D

Explanation of Responses:

1. Acquisition of common stock resulting from vesting of one-third of the restricted stock units granted to Mr. Rendall on February 26, 2016.

2. Disposition of common stock resulting from the withholding of securities for the payment of tax liability relating to the vesting of one-third of the restricted stock units granted to Mr. Rendall on February 26, 2016.

3. Acquisition of common stock resulting from vesting of one-third of the restricted stock units granted to Mr. Rendall on February 27, 2015.

4. Disposition of common stock resulting from the withholding of securities for the payment of tax liability relating to the vesting of one-third of the restricted stock units granted to Mr. Rendall on February 27, 2015.

5. Acquisition of common stock resulting from vesting of one-third of the restricted stock units granted to Mr. Rendall on February 28, 2017.

6. Disposition of common stock resulting from the withholding of securities for the payment of tax liability relating to the vesting of one-third of the restricted stock units granted to Mr. Rendall on February 28, 2017.

7. Each restricted stock unit represents a contingent right to receive one share of National General Holdings Corp.'s common stock.

8. On February 26, 2016, Mr. Rendall received restricted stock units representing 8,004 shares subject to a three-year vesting schedule, vesting 33 1/3% on the first, second and third anniversaries of the grant date. As restricted stock units vest, the vested units are automatically converted to vested common stock on a one-for-one basis on the vesting date.

9. On February 27, 2015, Mr. Rendall received restricted stock units representing 5,388 shares subject to a three-year vesting schedule, vesting 33 1/3% on the first, second and third anniversaries of the grant date. As restricted stock units vest, the vested units are automatically converted to vested common stock on a one-for-one basis on the vesting date.

10. On February 28, 2017, Mr. Rendall received restricted stock units representing 19,293 shares subject to a three-year vesting schedule, vesting 33 1/3% on the first, second and third anniversaries of the grant date. As restricted stock units vest, the vested units are automatically converted to vested common stock on a one-for-one basis on the vesting date.

11. On February 26, 2018, Mr. Rendall received restricted stock units representing 21,090 shares subject to a three-year vesting schedule, vesting 33 1/3% on the first, second and third anniversaries of the grant date. As restricted stock units vest, the vested units are automatically converted to vested common stock on a one-for-one basis on the vesting date.

Remarks:

	/s/ Peter A. Rendall	02/28/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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