FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 03/19/2019 |
3. Issuer Name and Ticker or Trading Symbol
Insurance Acquisition Corp. [ INSU ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Class A Common Stock | 375,000(1)(2) | I | By Insurance Acquisition Sponsor, LLC |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Class B Common Stock | (3) | (3) | Class A Common Stock | 1,875,000(2) | (3) | I | By Insurance Acquisition Sponsor, LLC |
Class B Common Stock | (3) | (3) | Class A Common Stock | 3,228,333(2)(4) | (3) | I | By Dioptra Advisors, LLC |
Warrants | (5) | (6) | Class A Common Stock | 187,500(2)(7) | $11.5 | I | By Insurance Acquisition Sponsor, LLC |
Explanation of Responses: |
1. These shares are held directly by Insurance Acquisition Sponsor, LLC and underlie 375,000 units of the issuer that this entity irrevocably committed to purchase. |
2. These shares are held directly by one of the issuer's sponsors, Insurance Acquisition Sponsor, LLC or Dioptra Advisors, LLC, each of which is managed by the reporting person. The reporting person disclaims beneficial ownership of these securities, except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for any other purpose. |
3. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the issuer's initial business combination on a one-for-one basis, subject to certain adjustments described in the issuer's charter documents and have no expiration date. |
4. The shares of Class B common stock include up to 655,000 shares that are subject to forfeiture in the event the underwriters of the issuer's initial public offering do not exercise in full their over-allotment option. |
5. The warrants will become exercisable at the later of 30 days after the consummation of the issuer's initial business combination or 12 months from the completion of the issuer's initial public offering. |
6. The warrants will expire five years after the consummation of the issuer's initial business combination or earlier upon redemption of all of the issuer's outstanding common stock or the issuer's liquidation. |
7. These warrants are held directly by Insurance Acquisition Sponsor, LLC and underlie 375,000 units of the issuer that this entity irrevocably committed to purchase. |
/s/ Joseph W. Pooler, Jr., CFO | 03/19/2019 | |
** 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 5 (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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |