0001181580-22-000005.txt : 20220405 0001181580-22-000005.hdr.sgml : 20220405 20220405114752 ACCESSION NUMBER: 0001181580-22-000005 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220403 FILED AS OF DATE: 20220405 DATE AS OF CHANGE: 20220405 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: 22805732 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: 22805730 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: 22805735 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: 22805733 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: 22805731 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: 22805734 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 2022-04-03 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 5420 LYNDON B. JOHNSON FREEWAY SUITE 1100 DALLAS TX 75240-2345 0 0 1 0 0001586784 NCM SERVICES, INC. 5420 LYNDON B. JOHNSON FREEWAY SUITE 1100 DALLAS TX 75240-2345 0 0 1 0 0001251293 NEWCASTLE CAPITAL GROUP LLC 5420 LYNDON B. JOHNSON FREEWAY SUITE 1100 DALLAS TX 75240-2345 0 0 1 0 0001251296 NEWCASTLE CAPITAL MANAGEMENT LP 5420 LYNDON B. JOHNSON FREEWAY SUITE 1100 DALLAS TX 75240-2345 0 0 1 0 0000932334 NEWCASTLE PARTNERS L P 5420 LYNDON B. JOHNSON FREEWAY SUITE 1100 DALLAS TX 75240-2345 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 Restricted Stock Units 2022-04-03 4 A 0 123968 0.0 A 2027-03-31 Common Stock 123968 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%; (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%. 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, 2025, a cumulative of 80% of the shares may become issuable as of March 31, 2026, and a cumulative of 100% of the shares may become issuable as of March 31, 2027. The performance criteria for 61,984 of the restricted stock units is based on the gross 2022 accident year combined ratio ("2022 AYCR%") for the period from from January 1, 2022 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) 95.4% or greater 2022 AYCR% earns 0%; (b) 94.6% 2022 AYCR% earns 20%; (c) 93.8% 2022 AYCR% earns 40%; (d) 93.0% 2022 AYCR% earns 60%; (e) 92.2% 2022 AYCR% earns 80%; (f) 91.4% 2022 AYCR% earns 100%; (g) 90.6% 2022 AYCR% earns 110%; (h) 89.8% 2022 AYCR% earns 120%; (i) 89.0% 2022 AYCR% earns 130%; (j) 88.2% 2022 AYCR% earns 140%; and (k) 87.4% or less 2022 AYCR% earns 150%. The performance criteria for 61,984 of the restricted stock units is based on the compound average annual growth rate ("CAAGR") in book value per share from January 1, 2022 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%; (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 2022-04-05