Sec Form 4 Filing - Springer Kathleen @ ICC Holdings, Inc. - 2025-03-13

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Springer Kathleen
2. Issuer Name and Ticker or Trading Symbol
ICC Holdings, Inc. [ ICCH]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Human Resources Officer
(Last) (First) (Middle)
C/O ICC HOLDINGS, INC., 225 20TH ST.
3. Date of Earliest Transaction (MM/DD/YY)
03/13/2025
(Street)
ROCK ISLAND, IL61201-8810
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 03/13/2025 D 5,471 ( 1 ) D $ 23.5 ( 1 ) 0 D
Common Stock 03/13/2025 D 3,000 ( 1 ) D $ 23.5 ( 1 ) 0 I 401 (k)
Common Stock 03/13/2025 D 4,867 ( 1 ) D $ 23.5 ( 1 ) 0 I By ESOP
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Unit $ 0 03/13/2025 D 500 ( 2 ) ( 2 ) Common Stock 0 ( 2 ) 0 D
Restricted Stock Unit $ 0 03/13/2025 D 1,200 ( 2 ) ( 2 ) Common Stock 0 ( 2 ) 0 D
Restricted Stock Unit $ 0 03/13/2025 D 2,700 ( 2 ) ( 2 ) Common Stock 0 ( 2 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Springer Kathleen
C/O ICC HOLDINGS, INC., 225 20TH ST.
ROCK ISLAND, IL61201-8810
Chief Human Resources Officer
Signatures
/s/ Kathleen Springer, as attorney-in-fact 03/17/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger, dated as of June 8, 2024, as amended (the "Merger Agreement"), by and among ICC Holdings, Inc. (the "Company"), Mutual Capital Holdings, Inc. ("Parent"), and Mutual Capital Merger Sub, Inc., a copy of which are filed as Exhibits 2.1, 2.2, 2.3 and 2.4 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on January 31, 2025, pursuant to which the Company became a wholly-owned subsidiary of Parent (the "Merger") on March 13, 2025 (the "Effective Time"). At the Effective Time, each issued and outstanding share of common stock of the Company was converted into the right to receive $23.50 in cash (the "Merger Consideration"), without interest, subject to any withholding taxes.
( 2 )Pursuant to the Merger Agreement, at the Effective Time, the restricted stock units subject to time-based vesting restrictions ("RSUs") were canceled in consideration for the right to receive a lump sum cash payment (less any applicable tax withholdings) equal to the product obtained by multiplying (1) the amount of the Merger Consideration by (2) the total number of shares of common stock represented by such RSUs.

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