UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
PROTECTIVE INSURANCE CORP.
(Name of Issuer)
CLASS A VOTING STOCK
(Title of Class of Securities)
57755 10 0
(CUSIP Number)
John D. Weil
4625 Lindell Blvd.
Suite # 335
St Louis MO 63108
(314) 421-4600
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
December 21, 2018
(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7 for other parties to whom copies are to be sent.
*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).
| CUSIP No. 57755 10 0 | 13D | Page 2 of 5 pages |
| 1 |
NAME OF REPORTING PERSON
John D. Weil | ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) ¨ | ||
| 3 |
SEC USE ONLY
| ||
| 4 |
SOURCE OF FUNDS (See Instructions)
PF | ||
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
| ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States | ||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 |
SOLE VOTING POWER
19,270 | |
| 8 |
SHARED VOTING POWER
167,501, subject to the disclaimer in Item 5 | ||
| 9 |
SOLE DISPOSITIVE POWER
19,270 | ||
| 10 |
SHARED DISPOSITIVE POWER
167,501, subject to the disclaimer in Item 5 | ||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
186,771, subject to the disclaimer in Item 5 | ||
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ (See Instructions) | ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.1% | ||
| 14 |
TYPE OF REPORTING PERSON (See Instructions)
IN | ||
| CUSIP No. 57755 10 0 | 13D | Page 3 of 5 pages |
Amendment No. 7 to Schedule 13D
John D. Weil (the “Reporting Person” or “Mr. Weil”) previously reported the acquisition of shares of Class A Voting Common Stock, no par value (“Class A Shares”) of Baldwin and Lyons, Inc. (the “Issuer”) in an initial filing of this Schedule 13D on March 28, 1985, as most recently amended by Amendment No. 6, filed on January 23, 2012.
Item 1. Security and Issuer.
This Statement relates to the shares of Class A Voting Stock of Protective Insurance Corp. (the “Issuer”). The address of the principal executive office of the Issuer is 111 Congressional Blvd., Suite 500, Carmel, IN 46032.
Item 2. Identity and Background
This Statement is being filed on behalf of the Reporting Person, John D. Weil. The business address of the Reporting Person is 4625 Lindell Blvd., Suite # 335, St Louis Missouri 63108.
John Weil is a self-employed investor and is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
All shares beneficially owned by the Reporting Person were acquired using the Reporting Person’s personal funds or by transfers from affiliates described in previous amendments to this Schedule 13D.
On December 21, 2018, an irrevocable trust for the benefit of John Weil’s descendants, of which Mr. Weil does not serve as trustee, transferred 101,675 Class A Shares to Mr. Weil’s revocable trust. This transfer was without consideration and was effected for estate planning purposes.
Item 5. Interest in Securities of the Issuer.
As of the date on which this schedule was filed and subject to the disclaimers below in this Item 5, the Reporting Person beneficially owns an aggregate of 186,771 Class A Shares, which represents 7.1% of the Issuer’s 2,617,659 issued and outstanding Class A Shares as of November 1, 2018, the last date for which the Issuer has disclosed the number of outstanding Class A Shares in any filings with the Securities Exchange Commission.
The Reporting Person beneficially owns 19,270 (0.7%) Class A Shares with sole voting or dispositive power and 167,501 (6.4%) Class A Shares with shared voting or dispositive power.
The number of Class A Shares over which the Reporting Person has shared voting and dispositive power includes:
| (a) | 7,008 shares held in trusts for the benefit of Mr. Weil’s spouse and her children. |
| (b) | 1,870 shares held by John Weil’s spouse in a revocable trust for her benefit. John Weil disclaims any beneficial ownership in such shares of Common Stock. |
| (b) | 5,888 shares held in trusts for the benefit of Mr. Weil’s siblings and their descendants with respect to which he serves as a co-trustee. |
| (c) | 22,574 shares held in a limited partnership the partnership interests of which are owned by one his siblings and such sibling’s descendants, with respect to which Mr. Weil serves as a general partner with a non-controlling voting interest. |
| (d) | Various adult members of the Reporting Person’s family and extended family own an aggregate of 130,161 shares of Class A Shares. John Weil disclaims any beneficial ownership in such Class A Shares. |
| CUSIP No. 57755 10 0 | 13D | Page 4 of 5 pages |
Other than transfers for no consideration between accounts included in this Statement for estate planning purposes, the Reporting Person has not effected any transactions in the Class A Shares during the past 60 days.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
In addition to the Class A Shares disclosed as beneficially owned by the Reporting Person in Item 5, the Reporting Person also may be deemed to beneficially own 464,708 (3.8%) shares of the Issuer's Class B Non-Voting Common Stock (“Class B Shares”) as follows:
| (a) | 126,661 Class B Shares which he holds individually. |
| (b) | 35,059 Class B Shares are held in trusts for the benefit of Mr. Weil and with respect to which he serves as trustee. |
| (c) | 28,334 shares held in trusts for the benefit of Mr. Weil’s spouse and her children. |
| (d) | 17,333 shares held by Mr. Weil’s spouse in a revocable trust for her benefit. Mr. Weil disclaims any beneficial ownership in such shares of Common Stock. |
| (e) | 25,181 Class B Shares held in trusts for the benefit of Mr. Weil’s siblings and their descendants with respect to which he serves as a co-trustee with such siblings. |
| (f) | 63,707 Class B Shares held in a limited partnership, of which the limited partnership interests are held by or for the benefit of Mr. Weil’s siblings and their descendants and with respect to which Mr. Weil serves as a general partner with a non-controlling voting interest. |
| (g) | 155,070 Class B Shares held by or for the benefit of other members of John Weil’s extended family. John Weil disclaims any beneficial ownership in such shares. |
Except as described herein, there are no contracts, arrangements, understandings or relationships among the persons named in Item 2 or between such persons and any other person with respect to any securities of the Issuer.
| CUSIP No. 57755 10 0 | 13D | Page 5 of 5 pages |
Signature
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated: March 14, 2019
| /s/ John D. Weil | ||
| John D. Weil |