UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 15, 2018
1347 PROPERTY INSURANCE HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware | 001-36366 | 46-1119100 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
1511
N. Westshore Blvd., Suite 870, Tampa, FL 33607
(Address of principal executive offices, including Zip Code)
(813) 579-6213
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
[ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
[ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
[ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark weather the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Act of 1934 (§240.12b-2 of this chapter).
Emerging Growth Company | [X] |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item 3.02 Unregistered Sales of Equity Securities.
The disclosure in Item 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 15, 2018, the Compensation Committee of the Board of Directors (the “Board”) of 1347 Property Insurance Holdings, Inc. (the “Company”) granted 136,054 restricted stock units (“RSUs”) to Daniel E. Case pursuant to the share matching program approved in connection with his appointment as the Company’s Chief Operating Officer, as an inducement material to Mr. Case’s acceptance of employment with the Company. Pursuant to Mr. Case’s Executive Restricted Stock Unit Agreement Under Share-Matching Program (the “Agreement”), each RSU entitles Mr. Case to one share of the Company’s common stock upon the vesting of the RSU. RSUs vest 20% per year over a period of five years following the grant date, subject to Mr. Case’s continued employment with the Company, with the shares of the Company’s common stock to be issued upon the vesting of the RSUs pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended. The description of the Agreement is a summary only and is qualified in its entirely by reference to the full text of the Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit | Description | |
10.1 | Executive Restricted Stock Unit Agreement Under Share Matching Program, dated June 15, 2018, by and between the Company and Daniel E. Case. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: June 19, 2018
1347 PROPERTY INSURANCE HOLDINGS, INC. | ||
By: | /s/ John S. Hill | |
John S. Hill | ||
Chief Financial Officer |