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FG Nexus Inc. Director's Dealing 2015

Feb 27, 2015

33658_dirs_2015-02-26_005eb2b4-90a3-4a17-93dc-2285c40170bb.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: 1347 Property Insurance Holdings, Inc. (PIH)
CIK: 0001591890
Period of Report: 2015-02-24

Reporting Person: KINGSWAY FINANCIAL SERVICES INC (10% Owner)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2015-02-24 Series B Preferred Shares (Nonconvertible) J 120000 Acquired 120000 Indirect

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2015-02-24 Warrants $15.00 J 1500000 Acquired 2022-02-24 Common Stock (1500000) Indirect
2015-02-24 Performance Rights $ J 100000 Acquired Common Stock (100000) Indirect

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 75000 Indirect
Common Stock 1000000 Indirect

Footnotes

F1: In connection with the termination of the Management Services Agreement between the reporting person's wholly-owned subsidiary, 1347 Advisors LLC ("Advisors"), and 1347 Property Insurance Holdings, Inc. ("PIH"), Advisors received the following as part of the consideration for such termination: (i) 120,000 shares of PIH's nonconvertible Series B Preferred Shares having a liquidation amount per share equal to $25.00, (ii) a seven-year warrant to purchase up to 1,500,000 shares of PIH common stock at an exercise price of $15.00 per share, and (iii) a grant of performance rights whereby Advisors will be entitled to receive 100,000 shares of PIH common stock if at any time the last sales price of the common stock equals or exceeds $10.00 per share for any 20 trading days within any 30-trading day period.

F2: Held by the reporting person's wholly-owned subsidiary 1347 Advisors LLC.

F3: Held by the reporting person's wholly-owned subsidiary Universal Casualty Company.

F4: Held by the reporting person's wholly-owned subsidiary Kingway America Inc.

F5: Each performance right represents a contingent right to receive one share of common stock. The performance rights vest as to 100,000 shares if the common stock price equals or exceeds $10 for any 20 trading days in a 30-day trading period.

F6: Indefinite.