UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 4)
Under the Securities Exchange Act of 1934
MAIDEN HOLDINGS, LTD.
(Name of Issuer)
Common Shares, $.01 par value
(Title of Class of Securities)
G5753U112
(CUSIP Number)
with copies to:
Maiden Holdings, Ltd.
131 Front Street, 2nd Floor
Hamilton HM 12, Bermuda
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 2, 2015
(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ¨ .
* 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 (the “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. G5753U112
| 1 | NAME OF REPORTING PERSON: | |
| Michael Karfunkel | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (See Instructions) | |
| (a) ¨ | ||
| (b) ¨ | ||
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS: | |
| PF | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | |
| ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION: | |
| United States of America |
| Number of | 7 | SOLE VOTING POWER: | |
| Shares | |||
| Beneficially | 3,200,000 | ||
| Owned by | 8 | SHARED VOTING POWER: | |
| Each | |||
| Trustee | 1,292,130 (1) | ||
| With: | 9 | SOLE DISPOSITIVE POWER: | |
| 3,200,000 | |||
| 10 | SHARED DISPOSITIVE POWER: | ||
| 1,292,130 (1) |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | |
| 4,492,130 (1) | ||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDE CERTAIN SHARES (See Instructions) | |
| ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): | |
| 6.1% (1) | ||
| 14 | TYPE OF REPORTING PERSON (See Instructions): | |
| IN |
| (1) | Michael Karfunkel disclaims beneficial ownership of 1,292,130 of these shares held by the HOD Foundation (“HOD”). |
Cusip No. G5753U112
| 1 | NAME OF REPORTING PERSON: | |
| Leah Karfunkel | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (See Instructions) | |
| (a) ¨ | ||
| (b) ¨ | ||
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS: | |
| PF | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | |
| ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION: | |
| United States of America |
| Number of | 7 | SOLE VOTING POWER: | |
| Shares | |||
| Beneficially | 5,500,470 | ||
| Owned by | 8 | SHARED VOTING POWER: | |
| Each | |||
| Trustee | 0 | ||
| With: | 9 | SOLE DISPOSITIVE POWER: | |
| 5,500,470 | |||
| 10 | SHARED DISPOSITIVE POWER: | ||
| 0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | |
| 5,500,470 | ||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDE CERTAIN SHARES (See Instructions) | |
| ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): | |
| 7.5% | ||
| 14 | TYPE OF REPORTING PERSON (See Instructions): | |
| IN |
This Amendment No. 4 on Schedule 13D is being filed by the undersigned (the “Reporting Person”) to amend the Schedule 13D/A filing made on December 31, 2012.
Item 1. Security and Issuer.
The title and class of equity security to which this Amendment No. 4 to Schedule 13D (this “Statement”) relates is the Common Shares, par value $.01 per share (the “Common Shares”), of Maiden Holdings, Ltd., an insurance holding company organized under the laws of Bermuda (the “Issuer”). The address of the Issuer’s principal executive offices is 131 Front Street, 2nd Floor, Hamilton HM12 Bermuda.
Item 2. Identity and Background.
This report is being filed by Michael Karfunkel and Leah Karfunkel (the “Reporting Persons”), each with a business address of 59 Maiden Lane, New York, New York 10038. The Reporting Persons are citizens of the United States of America. Michael Karfunkel is the chairman and chief executive officer of National General Holding Corporation, a personal lines insurance holding company. The principal address of National General Holding Corporation is 59 Maiden Lane, New York, New York 10038. Leah Karfunkel is Michael Karfunkel’s wife.
During the last five years, each of the Reporting Persons has not (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such Reporting Person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation of such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Not applicable.
Item 4. Purpose of Transaction.
The purpose of this filing is to update the beneficial ownership of Michael Karfunkel since the last Schedule 13D filing. On January 30, 2009, Michael Karfunkel filed a Schedule 13D/A in which it was reported that a donation was made of 2,600,000 Common Shares on January 15, 2009 to HOD, a private charitable foundation organized by Michael Karfunkel. The donation was not consummated, and the Common Shares remained in the individual possession of Michael Karfunkel. The actual number of shares within the voting power of Michael Karfunkel remained the same at all times.
Item 5. Interest in Securities of the Issuer.
| (a) | As of the date hereof, Michael Karfunkel beneficially owned 3,200,000 Common Shares held individually and 1,292,130 Common Shares held by HOD. Michael Karfunkel disclaims beneficial ownership of the 1,292,130 Common Shares that he holds indirectly as a trustee of HOD. As of the date hereof, Leah Karfunkel beneficially owned 5,500,470 Common Shares as a result of serving as the sole trustee of the Michael Karfunkel 2005 Grantor Retained Annuity Trust (the “Trust”). |
| (b) | As of the date hereof, Michael Karfunkel had sole voting and dispositive power with respect to 3,200,000 Common Shares held directly by Michael Karfunkel, and shared voting and dispositive power with respect to the 1,292,130 Common Shares held by the Reporting Person as a trustee of HOD. As of the date hereof, Leah Karfunkel had sole voting and dispositive power with respect to the 5,500,470 shares held by the Trust. |
| (c) | None. |
| (d) | Not applicable. |
| (e) | Not applicable. |
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Other than as described in this Schedule 13D, the Reporting Persons have no other contracts, arrangements, understandings or relationships with any other person with respect to any securities of the Issuer.
SIGNATURES
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.
July 2, 2015
| MICHAEL KARFUNKEL | |||
| By: | /s/ Michael Karfunkel | ||
| By: | /s/ Leah Karfunkel |