0001181580-21-000006.txt : 20211222
0001181580-21-000006.hdr.sgml : 20211222
20211222104706
ACCESSION NUMBER: 0001181580-21-000006
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20211221
FILED AS OF DATE: 20211222
DATE AS OF CHANGE: 20211222
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: NEWCASTLE CAPITAL GROUP LLC
CENTRAL INDEX KEY: 0001251293
STATE OF INCORPORATION: TX
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-11252
FILM NUMBER: 211511561
BUSINESS ADDRESS:
STREET 1: 200 CRESCENT COURT
STREET 2: STE 1400
CITY: DALLAS
STATE: TX
ZIP: 75201
BUSINESS PHONE: 214-661-7474
MAIL ADDRESS:
STREET 1: 200 CRESCENT COURT
STREET 2: STE 1400
CITY: DALLAS
STATE: TX
ZIP: 75201
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: NEWCASTLE PARTNERS L P
CENTRAL INDEX KEY: 0000932334
STATE OF INCORPORATION: TX
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-11252
FILM NUMBER: 211511559
BUSINESS ADDRESS:
STREET 1: 200 CRESCENT COURT
STREET 2: STE 1400
CITY: DALLAS
STATE: TX
ZIP: 75201
BUSINESS PHONE: 214-661-7474
MAIL ADDRESS:
STREET 1: 200 CRESCENT COURT
STREET 2: STE 1400
CITY: DALLAS
STATE: TX
ZIP: 75201
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: SCHWARZ MARK E
CENTRAL INDEX KEY: 0001208889
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-11252
FILM NUMBER: 211511564
MAIL ADDRESS:
STREET 1: 200 CRESCENT COURT
STREET 2: STE 1400
CITY: DALLAS
STATE: TX
ZIP: 75201
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: NCM SERVICES, INC.
CENTRAL INDEX KEY: 0001586784
STATE OF INCORPORATION: TX
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-11252
FILM NUMBER: 211511562
BUSINESS ADDRESS:
STREET 1: 200 CRESCENT COURT
STREET 2: SUITE 1400
CITY: DALLAS
STATE: TX
ZIP: 75201
BUSINESS PHONE: 214-661-7474
MAIL ADDRESS:
STREET 1: 200 CRESCENT COURT
STREET 2: SUITE 1400
CITY: DALLAS
STATE: TX
ZIP: 75201
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: NEWCASTLE CAPITAL MANAGEMENT LP
CENTRAL INDEX KEY: 0001251296
STATE OF INCORPORATION: TX
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-11252
FILM NUMBER: 211511560
BUSINESS ADDRESS:
STREET 1: C/O NEWCASTLE CAPITAL MANAGEMENT LP
STREET 2: 200 CRESCENT COURT STE 1400
CITY: DALLAS
STATE: TX
ZIP: 75201
BUSINESS PHONE: 214-661-7474
MAIL ADDRESS:
STREET 1: 200 CRESCENT COURT
STREET 2: STE 1400
CITY: DALLAS
STATE: TX
ZIP: 75201
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Schwarz 2012 Family Trust
CENTRAL INDEX KEY: 0001586760
STATE OF INCORPORATION: TX
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-11252
FILM NUMBER: 211511563
BUSINESS ADDRESS:
STREET 1: 200 CRESCENT COURT
STREET 2: SUITE 1400
CITY: DALLAS
STATE: TX
ZIP: 75201
BUSINESS PHONE: 214-661-7474
MAIL ADDRESS:
STREET 1: 200 CRESCENT COURT
STREET 2: SUITE 1400
CITY: DALLAS
STATE: TX
ZIP: 75201
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: HALLMARK FINANCIAL SERVICES INC
CENTRAL INDEX KEY: 0000819913
STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE CARRIERS, NEC [6399]
IRS NUMBER: 870447375
STATE OF INCORPORATION: NV
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 777 MAIN STREET, SUITE 1000
CITY: FORT WORTH
STATE: TX
ZIP: 76102
BUSINESS PHONE: 8173481600
MAIL ADDRESS:
STREET 1: 5420 LYNDON B. JOHNSON FREEWAY
STREET 2: STE 1100
CITY: DALLAS
STATE: TX
ZIP: 75240
FORMER COMPANY:
FORMER CONFORMED NAME: ACOI INC
DATE OF NAME CHANGE: 19920703
FORMER COMPANY:
FORMER CONFORMED NAME: AMERICAN CREDIT OPTICAL INC /DE/
DATE OF NAME CHANGE: 19910611
FORMER COMPANY:
FORMER CONFORMED NAME: PYRAMID GROWTH INC
DATE OF NAME CHANGE: 19890124
4
1
edgar.xml
PRIMARY DOCUMENT
X0306
4
2021-12-21
0000819913
HALLMARK FINANCIAL SERVICES INC
HALL
0001208889
SCHWARZ MARK E
5420 LYNDON B JOHNSON FREEWAY
SUITE 1100
DALLAS
TX
75240-2345
1
1
1
0
Chairman & CEO
0001586760
Schwarz 2012 Family Trust
200 CRESCENT COURT
SUITE 1400
DALLAS
TX
75201
0
0
1
0
0001586784
NCM SERVICES, INC.
200 CRESCENT COURT
SUITE 1400
DALLAS
TX
75201
0
0
1
0
0001251293
NEWCASTLE CAPITAL GROUP LLC
200 CRESCENT COURT
SUITE 1400
DALLAS
TX
75201
0
0
1
0
0001251296
NEWCASTLE CAPITAL MANAGEMENT LP
200 CRESCENT COURT
SUITE 1400
DALLAS
TX
75201
0
0
1
0
0000932334
NEWCASTLE PARTNERS L P
200 CRESCENT COURT
SUITE 1400
DALLAS
TX
75201
0
0
1
0
Common Stock
202580
D
Common Stock
949702
I
Shares directly owned by NCM Services, Inc.
Common Stock
172776
I
Shares directly owned by Newcastle Capital Management, L.P.
Common Stock
3730432
I
Shares directly owned by Newcastle Partners, L.P.
Restricted Stock Units
2021-12-21
4
A
0
127374
0
A
2026-03-31
Common Stock
127374
D
Director Stock Option (right to buy)
6.99
2012-07-01
2021-12-31
Common Stock
14157
14157
D
Direct ownership by Mr. Schwarz.
Mr. Schwarz is the sole trustee of the Schwarz 2012 Family Trust (the "Trust") and a director and officer of NCM Services, Inc. ("NCMS"). The Trust is the sole shareholder of NCMS, which is the sole member of Newcastle Capital Group, L.L.C. ("NCG"), which is the general partner of Newcastle Capital Management, L.P. ("NCM"), which is the general partner of Newcastle Partners, L.P. ("NP"). Accordingly, Mr. Schwarz may be deemed the beneficial owner of all shares held by any of the Trust, NCMS, NCG, NCM or NP, and each of these entities may be deemed the beneficial owner of all shares held by the entities which they directly or indirectly own or control.
Each restricted stock unit represents the right to receive shares of common stock upon satisfaction of vesting requirements and performance criteria. Up to 50% of the shares may become issuable as of March 31, 2024, a cumulative of 80% of the shares may become issuable as of March 31, 2025, and a cumulative of 100% of the shares may become issuable as of March 31, 2026. The performance criteria for 63,687 of the restricted stock units is based on the gross 2021 accident year combined ratio ("2021 AYCR%") for the period from from January 1, 2021 to the December 31 preceding each vesting date, and earns a percentage of a share of common stock per restricted stock unit, as follows: (a) 100.0% or greater 2021 AYCR% earns 0%; (b) 99.2% 2021AYCR% earns 20%; (c) 98.4% 2021 AYCR% earns 40%; (d) 97.6% 2021 AYCR% earns 60%; (e) 96.8% 2021 AYCR% earns 80%; (f) 96.0% 2021 AYCR% earns 100%; (g) 95,2% 2021 AYCR% earns 110%; (h) 94.4% 2021 AYCR% earns 120%; (i) 93.6% 2021 AYCR% earns 130%; (j) 92.8% 2021 AYCR% earns 140%; and (k) 92.0% or less 2021 AYCR% earns 150%. The performance criteria for 63,687 of the restricted stock units is based on the compound average annual growth rate ("CAAGR") in book value per share from January 1, 2021 to the December 31 preceding each vesting date and earns a percentage of a share of common stock per restricted stock unit, as follows: (i) 1.0% or less CAAGR earns 0%; (ii) 1.8% CAAGR earns 20%; (iii) 2.6% CAAGR earns 40%; (iv) 3.4% CAAGR earns 60%; (v) 4.2% CAAGR earns 80%; (vi) 5.0% CAAGR earns 100% shares; (vii) 5.8% CAAGR earns 110%; (viii) 6.6% CAAGR earns 120%; (ix) 7.4% CAAGR earns 130%; (xi) 8.2% CAAGR earns 140%; and (xii) 10.0% or greater CAAGR earns 150%.
Steven D. Davidson, as Attorney-In-Fact for all Reporting Persons
2021-12-22