KINGSTONE COMPANIES, INC.

Major Shareholding Notification • Nov 15, 2022

SC 13D/A 1 d395108dsc13da.htm SC 13D/A SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

KINGSTONE COMPANIES, INC.

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

496719105

(CUSIP Number)

Michael Doak

c/o Griffin Highline Capital LLC

4514 Cole Avenue, Suite 1650

Dallas, Texas 75205

(917) 508-5887

with a copy to:

Sean M. Ewen, Esq.

Willkie Farr & Gallagher, LLP

787 Seventh Avenue

New York, New York 10019

(212) 728-8000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 14, 2022

(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.

• 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, as amended (“ 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. 59560V109

1.	Names of Reporting Persons Griffin Highline Capital LLC
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) WC
5.	Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.	Citizenship or Place of
Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With	Sole Voting Power 0
8.	Shared Voting Power 595,238
9.	Sole Dispositive Power 0
10.	Shared Dispositive Power 595,238

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 595,238
12.	Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
13.	Percent of Class
Represented by Amount in Row (11) 5.6%*
14.	Type of Reporting Person
(See Instructions) OO

• Calculated based on 10,684,499 shares of Common Stock of the Issuer outstanding as of November 14, 2022, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2022, that was filed by the Issuer with the Securities and Exchange Commission on November 14, 2022.

CUSIP No. 59560V109

1.	Names of Reporting Persons Michael Doak
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) AF
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	Sole Voting Power 0
8.	Shared Voting Power 595,238
9.	Sole Dispositive Power 0
10.	Shared Dispositive Power 595,238

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 595,238
12.	Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
13.	Percent of Class
Represented by Amount in Row (11) 5.6%*
14.	Type of Reporting Person
(See Instructions) HC; IN

• Calculated based on 10,684,499 shares of Common Stock of the Issuer outstanding as of November 14, 2022, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2022, that was filed by the Issuer with the Securities and Exchange Commission on November 14, 2022.

Item 1. Security and Issuer

This statement on Schedule 13D (this “ Schedule 13D ”) relates to Common Stock, $0.01 par value per share (the “ Common Stock ”), of Kingstone Companies, Inc., a Delaware corporation (the “ Issuer ”). The address of the principal executive offices of the Issuer is located at 15 Joys Lane, Kingston, NY 12401.

The initial Schedule 13D filed on February 11, 2021, as amended by Amendment No. 1 filed on January 18, 2022, as amended by Amendment No. 2 filed on May 4, 2022, and as amended by Amendment No. 3 on August 5, 2022, is hereby amended and supplemented by the Reporting Persons as set forth below in this Amendment No. 4.

Item 4. Purpose of Transaction

Item 4 is hereby supplemented as follows:

As previously reported, on August 2, 2022, GHC submitted a final non-binding indication of interest to the Board of Directors of the Issuer proposing a transaction whereby an entity formed by GHC would acquire all of the outstanding equity of the Issuer, after taking into account the “rollover” of the shares held by the Reporting Persons, on the terms, conditions and assumptions described therein, including the refinancing of the Issuer’s third party debt on agreed upon terms (the “Proposal”). GHC is no longer pursuing the Proposal and the Issuer is no longer under exclusivity with GHC; however, GHC is discussing a potential strategic transaction with the Issuer. The Reporting Persons may continue to engage in discussions with the Issuer’s management, board of directors, and/or stockholders concerning, among other things, such potential strategic transaction, potential financing options for the Issuer, the Issuer’s business strategy, and/or other strategic alternatives for the betterment of the Issuer.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: November 14, 2022

GRIFFIN HIGHLINE CAPITAL LLC
By:	/s/ Michael Doak
Name:	Michael Doak
Title:	Manager
MICHAEL DOAK
By:	/s/ Michael Doak
Name:	Michael Doak