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Section 1: 8-A12B (8-A12B)

8-A12B

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-A

 

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

 

Conifer Holdings, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Michigan   27-1298795
(State of incorporation or organization)   (I.R.S. Employer Identification No.)

550 W. Merrill Street, Suite 200

Birmingham, MI 48009

(Address of principal executive offices including zip code)

Securities to be registered pursuant to Section 12(b) of the Act:

 

Title of each class

to be so registered

 

Name of each exchange on which

each class is to be registered

6.75% Senior Unsecured Notes due 2023   The NASDAQ Stock Market LLC

 

 

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box.  ☒

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box.  ☐

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box.  ☐

Securities Act registration statement file number to which this form relates:

333-226778

Securities to be registered pursuant to Section 12(g) of the Act:

None

 

 

 


Item 1. Description of Registrant’s Securities to be Registered.

The class of securities to be registered hereby is the 6.75% Senior Unsecured Notes due 2023 (the “Notes”) of Conifer Holdings, Inc. (the “Company”). For a description of the Notes, reference is made to (i) the information under the heading “Description of the Notes” in the Company’s registration statement on Form S-1 (Registration No. 333-226778) filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”) and declared effective by the Commission on September 19, 2018 and (ii) the information under the heading “Description of the Notes” included in the prospectus, dated September 19, 2018, with respect to the Notes, filed with the Commission pursuant to Rule 424(b) under the Securities Act, which information is incorporated herein by reference.

Item 2. Exhibits.

 

Exhibit

  

Description

4.1    Base Indenture, dated as of September 24, 2018 between the Company and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on September 24, 2018).
4.2    First Supplemental Indenture, dated as of September 24, 2018 between the Company and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on September 24, 2018).
4.3    Form of 6.75% Senior Unsecured Notes due 2023 (included as Exhibit A to Exhibit 4.2 above).


SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

 

Date: September 24, 2018     CONIFER HOLDINGS, INC.
    By:  

/s/ Brian J. Roney

      Brian J. Roney
      President
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