UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 3)¹

Unico American Corporation

(Name of Issuer)

Common Stock, no par value per share

(Title of Class of Securities)

904607108

(CUSIP Number)

Gregory M. Share

Ambina Partners LLC

309 Greenwich Ave., Suite 201

Greenwich, Connecticut 06830

(203) 302-1941

RYAN NEBEL

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

October 5, 2020

(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 § 240.13d-7 for other parties to whom copies are to be sent.

1              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).

The following constitutes Amendment No. 3 to the Schedule 13D filed by the undersigned (“Amendment No. 3”). This Amendment No. 3 amends the Schedule 13D as specifically set forth herein.

Item 3 is hereby amended and restated to read as follows:

The Shares beneficially owned by Ambina Unico were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 644,133 Shares beneficially owned by Ambina Unico is approximately $3,970,013, including brokerage commissions.

Item 4 is hereby amended to add the following:

On October 5, 2020, Ambina Unico entered into an Assignment and Assumption of Purchase Rights (the “Assignment”) with the Issuer, pursuant to which the Issuer assigned all of its rights, interest and obligations to purchase 205,782 Shares held by Cary L. Cheldin to Ambina Unico. Pursuant to a certain Letter Agreement, dated August 10, 2020, between the Issuer and Mr. Cheldin, Mr. Cheldin had the option to require the Issuer to purchase all Shares of the Issuer held by Mr. Cheldin as of such date for a purchase price of $5.00 per Share. As provided in the Letter Agreement, the Issuer had the right to substitute a third party purchaser for the Issuer’s obligation to purchase the Shares held by Mr. Cheldin. Accordingly, the Assignment provides, among other things, for the assignment by the Issuer and the assumption by Ambina Unico to purchase the 205,782 Shares held by Mr. Cheldin. In connection therewith, the Board of Directors of the Issuer authorized Ambina Unico and its affiliates (collectively, “Ambina”) to purchase the 205,782 Shares as well as make additional acquisitions up to 19.9% of the Issuer’s outstanding Shares for the purposes of Nevada Revised Statute 78.438. The foregoing description of the Assignment is qualified in its entirety by reference to the Assignment, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Also on October 5, 2020, Ambina Unico entered into a Stock Transfer Agreement (the “Transfer Agreement”) with Mr. Cheldin, as trustee of the Cary L. Cheldin Trust, and the Issuer, pursuant to which Ambina Unico purchased the 205,782 Shares held by Mr. Cheldin for a purchase price of $5.00 per Share. The foregoing description of the Transfer Agreement is qualified in its entirety by reference to the Transfer Agreement, a copy of which is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Items 5(a) and (c) are hereby amended and restated to read as follows:

(a)       The aggregate percentage of Shares reported owned by each person named herein is based upon 5,305,742 Shares outstanding as of August 14, 2020, which is the total number of Shares outstanding as reported in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on August 14, 2020.

As of the date hereof, Ambina Unico beneficially owned 644,133 Shares, constituting approximately 12.1% of the Shares outstanding.

Ambina Partners, as the manager of Ambina Unico, may be deemed to beneficially own the 644,133 Shares owned by Ambina Unico, constituting approximately 12.1% of the Shares outstanding. Mr. Share, as the manager of Ambina Partners, may be deemed to beneficially own the 644,133 Shares owned by Ambina Unico, constituting approximately 12.1% of the Shares outstanding.

The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.

(c)       The transactions in the securities of the Issuer by the Reporting Persons during the past sixty days are set forth in Schedule A and are incorporated herein by reference. Such transactions were effected in the open market except as otherwise noted.

Item 6 is hereby amended to add the following:

On October 5, 2020, Ambina Unico and the Issuer entered into the Assignment as defined and described in Item 4 above and attached as Exhibit 99.1 hereto.

Also on October 5, 2020, Ambina Unico, Mr. Cheldin, as Trustee of the Cary L. Cheldin Trust, and the Issuer entered into the Transfer Agreement as defined and described in Item 4 above and attached as Exhibit 99.2 hereto.

Item 7 is hereby amended to add the following exhibits:

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: October 7, 2020

SCHEDULE A

Transactions in the Securities of the Issuer During the Past Sixty Days

Ambina Unico holdings llc

¹ Represents Shares acquired from Mr. Cheldin pursuant to the Transfer Agreement.

Exhibit 99.1

ASSIGNMENT AND ASSUMPTION OF PURCHASE RIGHTS

This ASSIGNMENT AND ASSUMPTION OF PURCHASE RIGHTS (the “Assignment”) is entered into as of October 5, 2020, by and between Unico American Corporation, a Nevada corporation (the “Company”) and Ambina Unico Holdings LLC, a Delaware limited liability company (“Ambina Unico”).

WHEREAS, pursuant to Section 3 of Exhibit A of that certain Letter Agreement, dated August 10, 2020 (the “Agreement”) between the Company and Cary L. Cheldin (“Mr. Cheldin”), Mr. Cheldin has the option, exercisable on or before 30 days after the effective date of the Agreement, to require the Company to purchase all shares of common stock of the Company held by Mr. Cheldin, as of such effective date, for a purchase price of $5.00 per share;

WHEREAS, Mr. Cheldin has exercised such option in writing with respect to 205,782 shares of common stock held by him (the “Shares”);

WHEREAS, pursuant to the Agreement, the Company has the right, at its sole discretion, to substitute a third party purchaser for the Company’s obligation to purchase the Shares;

WHEREAS, the Company desires to assign all of its rights, interest and obligations to purchase the Shares to Ambina Unico;

WHEREAS, Ambina Unico desires to assume all of such rights, interest and obligations to purchase the Shares, subject to the Board of Directors of the Company (the “Board”) authorizing Ambina Unico and its affiliates (collectively, “Ambina”) to purchase up to 19.9% of the Company’s outstanding shares of common stock so as to not subject Ambina to the Business Combination Statutes of Nevada Revised Statutes (“NRS”) 78.411 through 78.444; and

WHEREAS, the Board has specifically authorized Ambina’s purchase of the Shares as well as additional acquisitions up to 19.9% of the Company’s outstanding shares of common stock for the purposes of NRS 78.438.

NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth in this Assignment, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.       Assignment by Company. The Company hereby sells, assigns, grants, conveys and transfers to Ambina Unico all of the Company’s rights, interest and obligations under Section 3 of Exhibit A of the Agreement to purchase the Shares.

2.       Assumption by Third Party. Ambina Unico unconditionally (i) accepts the foregoing assignment and assumes all of the Company’s duties, liabilities and obligations under Section 3 of Exhibit A of the Agreement to purchase the Shares; (ii) agrees to be bound by all of the terms, covenants and conditions of this Assignment and Section 3 of Exhibit A of the Agreement with respect to the purchase of the Shares; and (iii) agrees to complete the purchase of the Shares pursuant to that certain stock transfer agreement, dated as of October 5, 2020, by and among Ambina Unico, Mr. Cheldin and the Company (the “Purchase Agreement”). Ambina Unico hereby indemnifies and shall hold the Company, and its manager, directors, employees, members, and agents harmless against any and all losses, costs and expenses (including reasonable attorneys’ fees) arising out of any delay or failure by Ambina Unico to perform in accordance with the terms of the Purchase Agreement.

3.       Counterparts. This Assignment may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. The exchange of copies of this Assignment or amendments thereto and of signature pages by facsimile transmission or by e-mail transmission in portable digital format, or similar format, shall constitute effective execution and delivery of such instrument(s) by the parties and may be used in lieu of the original Assignment for all purposes.

4.       Amendments and Modifications. No amendment or modification to this Assignment is effective or valid unless it is in writing and signed by each party to this Assignment.

5.       Governing Law. This Assignment shall be construed in accordance with, and governed in all respects by, the laws of the State of California, as applied to contracts to be performed entirely within such state.

6.       Successors and Assigns. The rights and liabilities of the parties hereto shall bind and inure to the benefit of their respective successors, heirs, executors and administrators.

7.       Entire Agreement. This Assignment is the sole and entire agreement of the parties to this Assignment regarding the subject matter contained herein and therein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have executed this Assignment as of the day and year above first written.

Exhibit 99.2

STOCK TRANSFER AGREEMENT

THIS STOCK TRANSFER AGREEMENT (the “Agreement”) is dated as of October 5, 2020, by and among Cary L. Cheldin, Trustee of the Cary L. Cheldin Trust (the “Transferor”), Ambina Unico Holdings LLC, a limited liability company organized under the laws of the State of Delaware (the “Transferee”), and Unico American Corporation, a Nevada corporation (the “Guarantor”). The Transferor, the Transferee and the Guarantor may hereinafter be referred to singularly as a “party”, and jointly as the “parties”.

WITNESSETH:

WHEREAS, the Guarantor is obligated to purchase 205,782 shares of common stock of the Guarantor that are held by Transferor (the “Shares”), for a purchase price of $5.00 per share (i.e., an aggregate purchase price of $1,028,910, the “Purchase Price”);

WHEREAS, the Transferee desires to acquire and purchase the Shares from the Transferor for the Purchase Price; and

WHEREAS, the Guarantor wishes to substitute the Transferee as its third party purchaser in order to fulfill the Guarantor’s obligation to purchase the Shares.

NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and agreements herein contained, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1.Transfer of the Shares. Subject to the terms and conditions of this Agreement, on the Closing Date (as defined below):

(a)Transfer. The Transferor shall sell, assign, transfer, convey and deliver good, valid and marketable title to the Shares to the Transferee free and clear of all Liens (as defined below). The Transferor shall deliver the Shares to the Transferee by causing the transfer to the Transferee of such Shares (i) held in book-entry form to a broker account designated by the Transferee in accordance with the Transferee’s delivery instructions provided to the Transferor prior to the Closing Date and (ii) held in certificated form by delivering the certificates representing such Shares and a duly executed and notarized stock transfer power to the Guarantor, in customary form and substance acceptable to the Transferee and the Guarantor’s transfer agent (or such other documentation as reasonably requested by the Guarantor’s transfer agent to facilitate the Transfer). Promptly thereafter, the Guarantor shall cause a certificate evidencing such Shares to be delivered to the Transferee.

(b)Payment. The Transferee shall pay to the Transferor the Purchase Price by wire transfer of immediately available funds (i.e., U.S. dollars) in accordance with the Transferor’s wire instructions to be provided to the Transferee prior to the Closing Date.

2.Closing. The closing of the sale to, and purchase by, the Transferee of the Shares shall take place electronically within two (2) business days after satisfaction (or waiver) of the closing conditions set forth in Section 4 below (the “Closing Date”), or at such other time as the Transferor and the Transferee shall mutually agree.

3.Representations and Warranties. As of the date hereof, the parties hereby represent and warrant as follows:

(a)Ownership of Shares; No Other Transfer. The Transferor represents and warrants that (i) it has sole power over the disposition of the Shares, (ii) the Shares are free and clear of any known lien, claim or encumbrance (collectively, “Liens”), and (iii) the Shares have not been sold, conveyed, encumbered, hypothecated or otherwise transferred by the Transferor except pursuant to this Agreement.

(b)Authorization; Enforceability. The parties each represent and warrant that they each have the legal right to enter into and to consummate the transactions contemplated hereby and otherwise to carry out their respective obligations hereunder. They further represent and warrant that the execution, delivery and performance by each party to this Agreement has been duly authorized by all requisite action by each party, and the Agreement, when fully executed and delivered, constitutes valid and binding obligations, enforceable in accordance with its terms, subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

(c)No Litigation, Encumbrance or Bankruptcy. The parties each represent and warrant that to their knowledge there is no action, lawsuit, arbitration, claim or proceeding pending or, threatened, against said party that involves any of the transactions described in this Agreement or that could reasonably be expected to impede the consummation of such transactions, nor are any of the parties currently involved with or contemplating any liquidation or bankruptcy proceeding.

4.Conditions to Purchase and Sale of the Shares.

(a)Conditions to Obligations of Transferee. The obligation of the Transferee to purchase the Shares is subject to the fulfillment or waiver by the Transferee of each of the following conditions on or before the Closing Date:

(1)Representations and Warranties. The representations and warranties of the Transferor contained in Section 3 shall be true and correct in all material respects on and as of the Closing Date, with the same effect as though such representations and warranties had been made on and as of such date.

(2)Performance. The Transferor shall have performed and complied in all material respects with all covenants, agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by the Transferor on or before the Closing Date, including, with respect to any stock certificates representing Shares being sold hereunder, by delivering such stock certificates accompanied by duly executed irrevocable stock powers in the form reasonably acceptable to the Transferee and the transfer agent of the Guarantor to effect the transfer.

(b)Conditions to Obligations of the Transferor. The obligation of the Transferor to sell the Shares is subject to the fulfillment or waiver by the Transferor of each of the following conditions on or before the Closing Date:

(1)Representations and Warranties. The representations and warranties of the Transferee contained in Section 3 shall be true and correct in all material respects on and as of the Closing Date, with the same effect as though such representations and warranties had been made on and as of such date.

(2)Performance. The Transferee shall have performed and complied in all material respects with all covenants, agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by the Transferee on or before the Closing Date.

5.Miscellaneous.

(a)Further Assurances. Each party agrees to take any further action reasonably requested by the other parties to facilitate the good faith consummation of the transactions contemplated by this Agreement.

(b)Choice of Law. This Agreement will be governed by and construed in accordance with the laws of the State of California.

(c)Successors and Assigns. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective heirs, legal representatives, successors and assigns of the parties.

(d)Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. The exchange of copies of this Agreement or amendments thereto and of signature pages by facsimile transmission or by e-mail transmission in portable digital format, or similar format, shall constitute effective execution and delivery of such instrument(s) by the parties and may be used in lieu of the original Agreement for all purposes.

(e)Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of each and every party hereto. The failure of any party to exercise any right granted hereunder shall not be construed as a waiver of that right or of any other right.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be signed on its behalf as of the date first above written.