Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 7)*
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ICC Holdings, Inc. (Name of Issuer) |
Common Stock, $0.01 par value per share (Title of Class of Securities) |
44931Q104 (CUSIP Number) |
03/13/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 44931Q104 |
| 1 | Names of Reporting Persons
Employee Stock Ownership Trust ICC Holdings, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
PENNSYLVANIA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
0.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
EP |
Comment for Type of Reporting Person: ThisAmendment No. 7 to Schedule 13G ("Amendment No.7") is filed to amend the Schedule 13G filed by the Reporting Person named therein with the Securities and Exchange Commission ("SEC") on April 14, 2017 with respect toICC Holdings, Inc. (the "Issuer") (the "Original Schedule 13G"), as amended. ThisAmendment No. 7 is the final amendment to the Schedule 13G and constitutes an "exit filing" for the Reporting Person.As a result of the consummation of the Merger, the Reporting Person no longer beneficially owns any shares of Common Stock. See Item 4 below.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
ICC Holdings, Inc. | |
| (b) | Address of issuer's principal executive offices:
225 20TH STREET, ROCK ISLAND, ILLINOIS, 61201. | |
| Item 2. | ||
| (a) | Name of person filing:
This statement is filed on behalf of ICC Holdings, Inc. Employee Stock Ownership Plan Trust (the "Reporting Person"). | |
| (b) | Address or principal business office or, if none, residence:
225 20th Street, Rock Island, Illinois 61201 | |
| (c) | Citizenship:
Pennsylvania | |
| (d) | Title of class of securities:
Common Stock, $0.01 par value per share | |
| (e) | CUSIP No.:
44931Q104 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
Pursuant to the terms of that certain Agreement and Plan of Merger, dated as of June 8, 2024, as amended October 11, 2024, December 31, 2024, and January 31, 2025 (the "Merger Agreement"), by and among the Issuer, Mutual Captial Holdings, Inc. (?MCH?) and Mutual Capital Merger Sub, Inc., a wholly owned subsidiary of MCH ("Merger Sub"), Merger Sub merged with and into the Issuer, with the Issuer surviving the Merger and becoming a wholly-owned subsidiary of MCH. Capitalized terms used herein and not otherwise defined in this Amendment No. 7 have the meanings set forth in the Merger Agreement.At the Effective Time, each share of Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Common Stock held in the treasury of the Issuer (collectively, the "Excluded Shares")) was converted into a right to receive $23.50 per share of Common Stock in cash, without interest. At the Effective Time, (i) all shares of Common Stock ceased to be outstanding, were cancelled and ceased to exist and (ii) each Excluded Share ceased to be outstanding and was cancelled without payment of any consideration and ceased to exist.As a result of the consummation of the Merger on March 13, 2025 (the ?Closing Date?), as of the date hereof, the Reporting Person beneficially owns 0 shares of Common Stock, constituting 0% of the shares of Common Stock.On the Closing Date, The Nasdaq Stock Market LLC (?Nasdaq?) filed with the SEC a notification of removal from listing on Form 25 in order to delist the Common Stock from Nasdaq and deregister the Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Following the effectiveness of the Form 25, the Issuer intends to file with the SEC a Form 15 requesting the termination of registration of the Common Stock under Section 12(g) of the Exchange Act and the suspension of reporting obligations under Section 13 and 15(d) of the Exchange Act with respect to the Common Stock.The foregoing descriptions of the Merger Agreement and the transactions contemplated hereby in this Item 4 do not purport to be complete and are qualified in their entirety by reference to the full text of the Merger Agreement, which was filed by the Issuer as Exhibits 2.1, 2.2, 2.3 and 2.4 to the Issuer's Current Report on Form 8-K, dated January 31, 2025, and is incorporated herein by reference. | |
| (b) | Percent of class:
0% %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
0 | ||
| (ii) Shared power to vote or to direct the vote:
0 | ||
| (iii) Sole power to dispose or to direct the disposition of:
0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
0 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
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Ownership of 5 percent or less of a class
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. |
| 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.
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