Stilwell Joseph

disclosed that they own a 19.2% stake in Kingsway Financial Services Inc. (NYSE:KFS) (TSE:KFS) in a Form 13D/A disclosure that was filed with the Securities and Exchange Commission (SEC) on Friday, December 15th. The investor owns 4,701,313 shares of the stock valued at about $23,976,696. The reporting parties listed on the disclosure included Stilwell Value Partners III, LP, Stilwell Activist Fund, LP, Stilwell Activist Investments, LP, Stilwell Associates, LP, Stilwell Value LLC and Joseph Stilwell. The disclosure is available through the SEC website at this link.

Stilwell Joseph

provided the following explanation of their ownership:

We are filing this TwentyFifth Amendment to report that Stilwell Value Partners III is no longer a member of the Group.
Our purpose in acquiring shares of Common Stock of the Issuer is to profit from the appreciation in the market price of the shares of Common Stock through asserting shareholder rights.
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Since 2000, affiliates of the Group have filed Schedule 13Ds to report greater than 5% positions in 61 other publicly traded companies. For simplicity, these affiliates are referred to as the “Group”, “we”, “us”, or “our.” In each instance, our purpose has been to profit from the appreciation in the market price of the shares we held by asserting shareholder rights. In each situation, we believed that the values of the companies’ assets were not adequately reflected in the market prices of their shares. Our actions are described below. We have categorized the descriptions of our actions with regard to the issuers based upon certain outcomes (whether or not, directly or indirectly, such outcomes resulted from the actions of the Group). Within each category the descriptions are listed in chronological order based upon the respective filing dates of the originallyfiled Schedule 13Ds.
I. After we asserted shareholder rights, the following issuers were sold or merged:
Security of Pennsylvania Financial Corp. (“SPN”) We filed our original Schedule 13D to report our position on May 1,2000. We scheduled a meeting with senior management to discuss ways to maximize the value of SPN’s assets. On June 2,2000, prior to the scheduled meeting, SPN and Northeast Pennsylvania Financial Corp. announced SPN’s acquisition.
Cameron Financial Corporation (“Cameron”) We filed our original Schedule 13D to report our position on July 7,2000. We exercised our shareholder rights by, among other things, requesting that Cameron management hire an investment banker, demanding Cameron’s list of shareholders, meeting with Cameron’s management, demanding that Cameron invite our representatives to join the board, writing to other shareholders to express our dismay with management’s inability to maximize shareholder value and publishing that letter in the local press. On October 6,2000, Cameron announced its sale to Dickinson Financial Corp.
Community Financial Corp. (“CFIC”) We filed our original Schedule 13D to report our position on January 4,2001, following CFIC’s announcement of the sale of two of its four subsidiary banks and its intention to sell one or more of its remaining subsidiaries. We reported that we acquired CFIC stock for investment purposes. On January 25,2001, CFIC announced the sale of one of its remaining subsidiaries. We then announced our intention to run an alternate slate of directors at the 2001 annual meeting if CFIC did not sell the remaining subsidiary by then. On March 27,2001, we wrote to CFIC confirming that CFIC’s management had agreed to meet with one of our proposed nominees to the board. On March 30,2001, before our meeting took place, CFIC announced its merger with First Financial Corporation.
Montgomery Financial Corporation (“Montgomery”) We filed our original Schedule 13D to report our position on February 23,2001. On April 20,2001, we met with Montgomery’s management and suggested that they maximize shareholder value by selling the institution. We also informed management that we would run an alternate slate of directors at the 2001 annual meeting unless Montgomery was sold. Eleven days after we filed our Schedule 13D, however, Montgomery’s board amended its bylaws to limit the pool of potential nominees to local persons with a banking relation and to shorten the deadline to nominate an alternate slate. We located qualified nominees under the restrictive bylaw provisions and noticed our slate within the deadline. On June 5,2001, Montgomery announced that it had hired an investment banker to explore a sale. On July 24,2001, Montgomery announced its merger with Union Community Bancorp.
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Community Bancshares, Inc. (“COMB”) We filed our original Schedule 13D reporting our position on March 29,2004. We disclosed that we intended to meet with COMB’s management and evaluate management’s progress in resolving its regulatory issues, lawsuits, problem loans, and nonperforming assets, and that we would likely support management if it effectively addressed COMB’s challenges. On November 21,2005, we amended our Schedule 13D and stated that although we believed that COMB’s management had made progress, COMB’s return on equity would likely remain below average for the foreseeable future, and it should therefore be sold. We also stated that if COMB did not announce a sale before our deadline to solicit proxies for the next annual meeting, we would solicit proxies to elect our own slate. On January 6,2006, we disclosed the names of our three board nominees. On May 1,2006, COMB announced its sale to The Banc Corporation.
FedFirst Financial Corporation (“FFCO”) We filed our original Schedule 13D reporting our position on September 24,2010. After several meetings with management, FFCO completed a meaningful number of share repurchases, and on April 14,2014, FFCO announced its sale to CB Financial Services, Inc.
SP Bancorp, Inc. (“SPBC”) We filed our original Schedule 13D reporting our position on February 28,2011. On August 9,2013, we met with management and the chairman to assess the best way to maximize shareholder value. SPBC completed a meaningful number of share repurchases, and on May 5,2014, SPBC announced its sale to Green Bancorp Inc.
TF Financial Corporation (“THRD”) We filed our original Schedule 13D reporting our position on November 29,2012. We met with the CEO and the chairman, encouraging them to focus only on accretive acquisitions and to repurchase shares up to book value. They subsequently did both. On June 4,2014, THRD announced its sale to National Penn Bancshares, Inc.
Jefferson Bancshares, Inc. (“JFBI”) We filed our original Schedule 13D reporting our position on April 8,2013. Our shareholder proposal requesting the board seek outside assistance to maximize shareholder value through actions such as a sale or merger was defeated at JFBI’s 2013 annual meeting. We met with management and the board of directors and told them that we would seek board representation at JFBI’s 2014 annual meeting if JFBI did not announce its sale. JFBI announced its sale on January 23,2014.
Fairmount Bancorp, Inc. (“FMTB”) We filed our original Schedule 13D reporting our position on September 21,2012. On February 25,2014, we reported our intention to seek board representation at FMTB’s 2015 annual meeting if FMTB did not announce its sale. However, due to the appointment of our representative to another board in the local area, we were unable to nominate our representative at the 2015 election of FMTB directors. We reiterated our intent to seek board representation at the earliest possible time if FMTB was not sold. FMTB’s sale was announced on April 16,2015.
Harvard Illinois Bancorp, Inc. (“HARI”) We filed our original Schedule 13D reporting our position on April 1,2011. In 2012, we nominated a director for election at HARI’s 2012 annual meeting and communicated our belief that HARI should merge with a stronger community bank. Our nominee was not elected, so we nominated a director at HARI’s 2013 annual meeting and stated our position that HARI should be sold. We communicated to stockholders our intent to run a nominee every year until elected, and we nominated a director at HARI’s 2014 annual meeting. Our nominee was not elected, so in April 2015, we began soliciting stockholder votes for our nominee for HARI’s 2015 annual meeting. On May 21,2015, HARI announced the sale of its subsidiary bank to State Bank in Wonder Lake, IL. We subsequently withdrew our solicitation of proxies for the election of our nominee at HARI’s 2015 annual meeting. The sale of HARI’s subsidiary bank was completed on August 1,2016. On August 10,2016, we entered into a settlement agreement with HARI whereby two legacy board members stepped down, and we agreed not to seek board representation through 2017. HARI is implementing a plan of voluntary dissolution.
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Eureka Financial Corp. (“EKFC”) We filed our original Schedule 13D reporting our position on March 28,2011. We encouraged EKFC to pay special dividends to shareholders and repurchase shares. Management and the board did both, and on September 3,2015, EKFC announced its sale to NexTier, Inc.
UnitedAmerican Savings Bank (“UASB”) We filed our original Schedule 13D with the Federal Deposit Insurance Corporation reporting our position on May 20,2013. We believe management and the board acted in good faith to position UASB to maximize shareholder value. After we encouraged them to sell, UASB announced its sale to Emclaire Financial Corp on December 30,2015.
Polonia Bancorp, Inc. (“PBCP”) We filed our original Schedule 13D reporting our position on November 23,2012. After several conversations with the Chairman and CEO, we publicly called for PBCPs sale. On June 2,2016, PBCPs sale to Prudential Bancorp, Inc. was announced.
Georgetown Bancorp, Inc. (“GTWN”) We filed our original Schedule 13D reporting our position on July 23,2012. We encouraged GTWN to maximize shareholder value through share repurchases, and we supported management and the board’s consistent efforts to do so. On October 6,2016, GTWN announced its sale to Salem Five Bancorp.
Anchor Bancorp (“ANCB”) We filed our original Schedule 13D reporting our position on May 7,2012. We previously urged ANCB to maximize shareholder value by increasing share repurchases or selling the bank. We called for ANCB’s sale to the highest bidder on July 7,2016. On August 29,2016, we agreed not to seek board representation at the 2016 annual meeting in consideration of ANCB appointing Gordon Stephenson as a director. We believe the board has acted in good faith to maximize shareholder value through ANCB’s announced sale to Washington Federal, Inc. on April 11,2017.
Wolverine Bancorp, Inc. (“WBKC”) We filed our original Schedule 13D reporting our position on February 7,2011. We encouraged WBKC to maximize shareholder value through share repurchases and payments of special dividends, and we supported management and the board’s consistent efforts to do so. On June 14,2017, WBKC’s sale to Horizon Bancorp was announced.
II. After we seated directors on the boards of the following issuers, the issuers were sold or merged:
HCB Bancshares, Inc. (“HCBB”) We filed our original Schedule 13D reporting our position on June 14,2001. On September 4,2001, we reported that we had entered into a standstill agreement with HCBB, under which HCBB agreed to: (a) add a director selected by us, (b) consider conducting a Dutch tender auction, (c) institute annual financial targets, and (d) retain an investment banker to explore alternatives if it did not achieve its financial targets. On October 22,2001, our nominee, John G. Rich, Esq., was named to the board. On January 31,2002, HCBB announced a modified Dutch tender auction to repurchase 20% of its shares. Although HCBB’s outstanding share count decreased by 33% between the filing of our original Schedule 13D and August 2003, HCBB did not achieve the financial target. On August 12,2003, HCBB announced it had hired an investment banker to assist in exploring alternatives for maximizing shareholder value, including a sale. On January 14,2004, HCBB announced its sale to Rock Bancshares Inc.
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Oregon Trail Financial Corp. (“OTFC”) We filed our original Schedule 13D reporting our position on December 15,2000. In January 2001, we met with the management of OTFC to discuss our concerns that management was not maximizing shareholder value, and we proposed that OTFC voluntarily place our representative on the board. OTFC rejected our proposal, and we announced our intention to solicit proxies to elect a board nominee. We demanded OTFC’s shareholder list, but OTFC refused to give it to us. We sued OTFC in Baker County, Oregon, and the court ruled in our favor and sanctioned OTFC. We also sued two OTFC directors alleging that one had violated OTFC’s residency requirement and that the other had committed perjury. Both suits were dismissed pretrial but we filed an appeal in one suit and were permitted to refile the other suit in state court. On August 16,2001, we started soliciting proxies to elect Kevin D. Padrick, Esq. to the board. We argued in our proxy materials that OTFC should have repurchased its shares at prices below book value. OTFC announced the hiring of an investment banker. Then, the day after the 9/11 attacks, OTFC sued us in Portland, Oregon and moved to invalidate our proxies; the court denied the motion and the election proceeded.
On October 12,2001, OTFC’s shareholders elected our candidate by a twotoone margin. In the five months after the filing of our first proxy statement (i.e., from August 1 through December 31,2001), OTFC repurchased approximately 15% of its shares. On March 12,2002, we entered into a standstill agreement with OTFC. OTFC agreed to: (a) achieve annual targets for return on equity, (b) reduce its current capital ratio, (c) obtain advice from an investment banker regarding annual 10% stock repurchases, (d) reelect our director to the board, (e) reimburse a portion of our expenses, and (f) withdraw its lawsuit. On February 24,2003, OTFC and FirstBank NW Corp. announced their merger.
American Physicians Capital, Inc. (“ACAP”) We filed our original Schedule 13D reporting our position on November 25,2002. The Schedule 13D disclosed that on January 18,2002, Michigan’s Insurance Department had approved our request to solicit proxies to elect two directors to ACAP’s board. On January 29,2002, we noticed our intention to nominate two directors at the 2002 annual meeting. On February 20,2002, we entered into a threeyear standstill agreement with ACAP, providing for ACAP to add our nominee to its board. ACAP also agreed to consider using a portion of its excess capital to repurchase ACAP’s shares in each of the fiscal years 2002 and 2003 so that its outstanding share count would decrease by 15% for each of those years. In its 2002 fiscal year, ACAP repurchased 15% of its outstanding shares; these repurchases were highly accretive to per share book value. On November 6,2003, ACAP announced a reserve charge and that it would explore options to maximize shareholder value. It also announced that it would exit the healthcare and workers’ compensation insurance businesses. ACAP then announced that it had retained Sandler O’Neill & Partners, L.P., to assist the board. On December 2,2003, ACAP announced the early retirement of its president and CEO. On December 23,2003, ACAP named R. Kevin Clinton its new president and CEO.
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On June 24,2004, ACAP announced that it had decided that the best means to maximize shareholder value would be to shed noncore businesses and focus on its core business line in its core markets. We increased our holdings in ACAP, and we announced that we intended to seek additional board representation. On November 10,2004, ACAP invited Joseph Stilwell to sit on the board, and we entered into a new standstill agreement. This agreement was terminated in November 2007, with our representatives remaining on ACAP’s board. On May 8,2008, our representatives were reelected to threeyear terms expiring in 2011. Upon the passage of federal healthcare legislation in 2010, ACAP became concerned about the fundamentals of its business and promptly acted to assess its strategic alternatives. On October 22,2010, ACAP was acquired by The Doctors Company, and our shares were converted in a cash deal.
SCPIE Holdings Inc. (“SKP”) We filed our original Schedule 13D reporting our position on January 19,2006. We announced we would run our slate of directors at the 2006 annual meeting and demanded SKP’s shareholder list. SKP initially refused to timely produce the list, but did so after we sued it in Delaware Chancery Court. We engaged in a proxy contest at the 2006 annual meeting, but SKP’s directors were elected. Subsequently on December 14,2006, SKP agreed to place Joseph Stilwell on its board. On October 16,2007, Mr. Stilwell resigned from SKP’s board after it approved a sale of SKP that Mr. Stilwell believed was an inferior offer. We solicited shareholder proxies in opposition to the proposed sale; however, the sale was approved, and our shares were converted in a cash deal.
Colonial Financial Services, Inc. (“COBK”) We filed our original Schedule 13D reporting our position on August 24,2011. On December 18,2013, we reached an agreement with COBK to have a director of our choice appointed to its board of directors. Our nominee, Corissa J. Briglia, joined COBK’s board of directors on March 25,2014. On September 10,2014, COBK announced its sale to Cape Bancorp, Inc., and the cash/stock deal was completed on April 1,2015.
Naugatuck Valley Financial Corporation (“NVSL”) We filed our original Schedule 13D reporting our position on July 11,2011. On February 13,2014, we reported our intention to seek board representation. On March 12,2014, we reached an agreement with NVSL for our representative to join NVSLs board of directors and for NVSL not to seek approval for stock benefit plans. On June 4,2015, NVSL announced its sale to Liberty Bank in Middletown, CT, and the cash deal was completed on January 15,2016.
Fraternity Community Bancorp, Inc. (“FRTR”) We filed our original Schedule 13D reporting our position on April 11,2011. We reached an agreement with FRTR, and on November 18,2014, our representative, Corissa J. Briglia, was appointed to the board of directors. On October 13,2015, FRTRs sale was announced, and the cash deal was completed on May 13,2016.
Delanco Bancorp, Inc. (“DLNO”) We filed our original Schedule 13D reporting our position on October 28,2013. We reached an agreement with DLNO, and in May 2017, our representative, Corissa J. Briglia, was appointed to the board of directors. On October 18,2017, DLNO’s sale to First Bank was announced.
Sunshine Financial, Inc. (“SSNF”) We filed our original Schedule 13D reporting our position on April 18,2011. We reached an agreement with SSNF, and on February 5,2016, our representative, Corissa J. Briglia, was appointed to the board of directors. On December 6,2017, SSNF’s sale to The First Bancshares, Inc. was announced.
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III. After we asserted shareholder rights, we believe the following issuers took steps to maximize shareholder value, and we subsequently exited our activist positions:
FPIC Insurance Group, Inc. (“FPIC”) We filed our original Schedule 13D reporting our position on June 30,2003. On August 12,2003, Florida’s Insurance Department approved our request to hold more than 5% of FPIC’s shares, to solicit proxies to hold board seats, and to exercise shareholder rights. On November 10,2003, FPIC invited our nominee, John G. Rich, Esq., to join the board, and we signed a confidentiality agreement. On June 7,2004, we disclosed that because FPIC had taken steps to increase shareholder value, such as multiple share repurchases, and because its market price increased and reflected fair value in our estimation, we sold our shares in the open market, decreasing our holdings below 5%. Our nominee was invited to remain on the board.
Prudential Bancorp, Inc. of Pennsylvania (“PBIP”) We filed our original Schedule 13D reporting our position on June 20,2005. Most of PBIP’s shares were held by the Prudential Mutual Holding Company (the “MHC”), which was controlled by PBIP’s board. The MHC controlled most corporate decisions requiring a shareholder vote, such as the election of directors. However, regulations promulgated by the FDIC previously barred the MHC from voting on PBIP’s management stock benefit plans, and PBIP’s IPO prospectus indicated that the MHC would not vote on the plans. We announced in August 2005 that we would solicit proxies to oppose adoption of the plans as a referendum to place Joseph Stilwell on PBIP’s board. PBIP decided not to put the plans up for a vote at the 2006 annual meeting.
In December 2005, we solicited proxies to withhold votes on the election of directors as a referendum to place Mr. Stilwell on the board. At the 2006 annual meeting, 71% of PBIP’s voting public shares were withheld from voting on management’s nominees.
On April 6,2006, PBIP announced that just after we had filed our Schedule 13D, it had secretly solicited a letter from an FDIC staffer (which it concealed from the public) that the MHC would be allowed to vote in favor of the management stock benefit plans. PBIP also announced a special meeting to vote on the plans. We alerted the Board of Governors of the Federal Reserve System (the “Fed”) about this announcement, and PBIP was directed to seek Fed approval before adopting the plans. On April 19,2006, PBIP postponed the special meeting. The Fed subsequently followed the FDIC’s position in September 2006. In December 2006, we solicited proxies to withhold votes on the election of PBIP’s directors at the 2007 annual meeting. At the meeting, 75% of PBIP’s voting public shares were withheld. Also during the annual meeting, PBIP’s President and Chief Executive Officer was unable to state the meaning of per share return on equity despite Mr. Stilwell’s holding up a $10,000 check for the charity of the CEO’s choice if he could promptly answer the question. On March 7,2007, we disclosed that we were publicizing the results of PBIP’s elections and its directors’ unwillingness to hold a democratic vote on the stock plans by placing billboard advertisements throughout Philadelphia.
In December 2007, we filed proxy materials for the solicitation of proxies to withhold votes on the election of PBIP’s directors at the 2008 annual meeting. At the 2008 annual meeting, an average of 77% of PBIP’s voting public shares withheld their votes. Excluding shares held in PBIP’s ESOP, an average of 88% of the voting public shares withheld their votes in this election.
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On October 4,2006, we sued PBIP, the MHC, and the directors of PBIP and the MHC in federal court in Philadelphia seeking an order to prevent the MHC from voting in favor of the management stock benefit plans. On August 15,2007, the court dismissed some claims, but sustained our cause of action against the MHC as majority shareholder of PBIP for breach of fiduciary duties. Discovery proceeded and all the directors were deposed. Both sides moved for summary judgment, but the court ordered the case to trial, which was scheduled for June 2008. On May 22,2008, we voluntarily discontinued the lawsuit after determining that it would be more effective and appropriate to pursue the directors on a personal basis in a derivative action. On June 11,2008, we filed a notice to appeal certain portions of the lower court’s August 15,2007, order dismissing portions of the lawsuit.
We entered into a settlement agreement and an expense agreement with PBIP in November 2008 under which we agreed to support PBIP’s management stock benefit plans, drop our litigation and withdraw our shareholder demand, and generally support management; and in exchange, PBIP agreed, subject to certain conditions, to repurchase up to three million of its shares (including shares previously purchased), reimburse a portion of our expenses, and either adopt a second step conversion or add our nominee who meets certain qualification requirements to its board if the repurchases were not completed by a specified time.
On March 5,2010, we reported that our ownership in PBIP had dropped below 5% as a result of open market sales and sales of common stock to PBIP.
Roma Financial Corp. (“ROMA”) We filed our original Schedule 13D reporting our position on July 27,2006. Prior to its acquisition by Investors Bancorp, Inc., in December 2013, nearly 70% of ROMA’s shares were held by a mutual holding company controlled by ROMA’s board. In April 2007, we engaged in a proxy solicitation at ROMA’s first annual meeting, urging shareholders to withhold their vote from management’s slate. ROMA did not put their stock benefit plans up for a vote at that meeting. We then met with ROMA management. In the four months after ROMA became eligible to repurchase its shares, it announced and substantially completed repurchases of 15% of its publicly held shares, which were accretive to shareholder value. In our judgment, management came to understand the importance of proper capital allocation. Based on ROMA management’s prompt implementation of shareholderfriendly capital allocation plans, we supported management’s adoption of stock benefit plans at the 2008 shareholder meeting. In our estimation, ROMA’s market price increased and reflected fair value, and we sold our shares in the open market.
First Savings Financial Group, Inc. (“FSFG”) We filed our original Schedule 13D reporting our position on December 29,2008. We met with management, after which FSFG announced a stock repurchase plan and began repurchasing its shares. In December 2009, we reported that our beneficial ownership in the outstanding FSFG common stock had fallen below 5%.
Alliance Bancorp, Inc. of Pennsylvania (“ALLB”) We filed our original Schedule 13D reporting our position on March 12,2009. When we announced our reporting position, a majority of ALLB’s shares were held by a mutual holding company controlled by ALLB’s board. However, on August 11,2010, ALLB announced its intention to undertake a second step offering, selling all shares to the public. The plan of conversion and reorganization was approved by depositors at a special meeting held December 29,2010. We strongly supported ALLB’s action. Following completion of the conversion of Alliance Bank from the mutual holding company structure to the stock holding company structure, we increased our stake with the belief that shareholders and ALLB would do well if management focused on profitability. We believe management and the board acted in good faith and took steps to increase shareholder value, such as multiple share repurchases. In our estimation, ALLB’s market price increased and reflected fair value; on November 21,2013, we disclosed that we sold shares in the open market, decreasing our holdings below 5%.
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Standard Financial Corp. (“STND”) We filed our original Schedule 13D reporting our position on October 18,2010. We believe management and the board acted in good faith and took steps to increase shareholder value, such as multiple share repurchases. In our estimation, STND’s market price increased and reflected fair value; on March 19,2013, we disclosed that we sold our shares in the open market, decreasing our holdings below 5%.
Home Federal Bancorp, Inc. of Louisiana (“HFBL”) We filed our original Schedule 13D reporting our position on January 3,2011. We believe management and the board acted in good faith and took steps to increase shareholder value, such as multiple share repurchases. In our estimation, HFBL’s market price increased and reflected fair value; on February 7,2013, we disclosed that we sold shares in the open market, decreasing our holdings below 5%.
ASB Bancorp, Inc. (“ASBB”) We filed our original Schedule 13D reporting our position on October 24,2011. On August 23,2013, we met with management to assess the best way to maximize shareholder value. We believe management and the board acted in good faith by cleaning up nonperforming assets and repurchasing shares, and ASBB’s market price increased to reflect fair value. On July 18,2014, we disclosed that we sold our shares to ASBB.
United Insurance Holdings Corp. (“UIHC”) We filed our original Schedule 13D reporting our position on September 29,2011. On December 17,2012, we disclosed that we sold shares in the open market, decreasing our holdings below 5%.
United Community Bancorp (“UCBA”) We filed our original Schedule 13D reporting our position on January 22,2013. We believe management and the board acted in good faith and took steps to increase shareholder value, such as multiple share repurchases. In our estimation, UCBA’s market price increased to reflect fair value; on November 9,2015, we disclosed that we sold shares to UCBA, decreasing our holdings below 5%.
West End Indiana Bancshares, Inc. (“WEIN”) We filed our original Schedule 13D reporting our position on January 19,2012. We believe management and the board acted in good faith and took steps to increase shareholder value, such as multiple share repurchases. In our estimation, WEIN’s market price increased to reflect fair value; on November 12,2015, we disclosed that we sold our shares in the open market.
First Financial Northwest, Inc. (“FFNW”) We filed our original Schedule 13D reporting our position on September 12,2011. At the Company’s 2012 annual meeting, we solicited an overwhelming majority of shareholder votes for our nominee based on our position that Victor Karpiak (then Chairman and CEO) should be removed from the Company and board. After the Company pushed to have our votes invalidated, we sued to enforce our rights. In 2013, we settled with the Company. Our nominee, Kevin Padrick, was seated on the board, and Mr. Karpiak resigned as Chairman. The board later replaced Mr. Karpiak as CEO. We filed two additional lawsuits arising from the invalidation of our votes at the 2012 election, both of which we settled.
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Since 2013, we believed management and the board acted in good faith by cleaning up nonperforming assets and reaching a moderate level of profitability, and they maximized shareholder value by repurchasing in excess of 40% of FFNW’s shares. In our estimation, FFNW’s market price increased to reflect fair value; on October 11,2016, we disclosed that we sold our shares in the open market. Kevin Padrick continued to serve on the board.
Alamogordo Financial Corp. (“ALMG”) We filed our original Schedule 13D reporting our position on May 11,2015. We urged management and the board to provide meaningful returns to shareholders either through a secondstep conversion or by effectuating a shareholderfriendly capital allocation program. On March 7,2016, ALMG announced and later completed a secondstep conversion which we believe maximized shareholder value. On October 14,2016, we disclosed that we sold shares of the converted Company, Bancorp 34, Inc., in the open market, decreasing our holdings below 5%.
William Penn Bancorp, Inc. (“WMPN”) We filed our original Schedule 13D reporting our position on May 23,2008. A majority of WMPN’s shares are held by a mutual holding company controlled by WMPN’s board. We met with management and the board to explain our views on proper capital allocation and following the financial crisis, we continued to urge WMPN to take the steps necessary to maximize shareholder value. On December 3,2014, WMPN announced and subsequently completed its plan to repurchase 10% of its shares outstanding and further completed several additional share repurchases. We believe management and the board acted in good faith to maximize shareholder value through shareholderfriendly capital allocation; on April 11,2016, we disclosed that we sold shares in the open market, decreasing our holdings below 5%.
Malvern Bancorp, Inc. (“MLVF”) We filed our original Schedule 13D reporting our position on May 30,2008. When we announced our reporting position, a majority of MLVF’s shares were held by a mutual holding company controlled by MLVF’s board. On October 26,2010, we demanded that MLVF pursue a derivative action against its directors for breach of their fiduciary duties. MLVF failed to pursue the action and, on June 3,2011, we sued MLVF’s directors in Chester County, Pennsylvania, demanding that the court, among other things, order the directors to properly consider pursuing a second step conversion. On November 9,2011, Judge Howard F. Riley Jr. overruled the director defendants’ preliminary objections to the derivative lawsuit.
On January 17,2012, MLVF announced its intention to undertake a second step conversion and we withdrew the lawsuit. The conversion and stock offering were completed on October 11,2012, and our shares were converted into shares of Malvern Bancorp, Inc. On September 5,2013, we notified MLVF of our intention to nominate John P. O’Grady for election as a director at its 2014 annual meeting, but we later reached an agreement with MLVF for Mr. O’Grady to join its board of directors and executed a standstill agreement. Subsequently, MLVF’s longstanding CEO resigned, its chairman of the board stepped down and several directors resigned from the board of directors. On November 25,2014, we terminated our standstill agreement with MLVF, including the agreement’s performance targets. John P. O’Grady continued to serve as an independent director on the board but no longer as our nominee.
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After meeting with the new CEO and the new chairman of the board, we believed that management and the board of directors were focused on maximizing shareholder value and were successful in doing so. On December 7,2016, we disclosed that we sold shares in the open market, decreasing our holdings below 5%.
FSB Community Bankshares, Inc. (“FSBC”) We filed our original Schedule 13D reporting our position on October 26,2015. We urged management and the board to provide meaningful returns to shareholders either through a secondstep conversion or by effectuating a shareholderfriendly capital allocation program. On March 3,2016, FSBC announced and later completed a secondstep conversion which we believe maximized shareholder value. On December 9,2016, we disclosed that we sold shares of the converted Company, FSB Bancorp, Inc., in the open market, decreasing our holdings below 5%.
Pinnacle Bancshares, Inc. (“PCLB”) We filed our original Schedule 13D reporting our position on September 23,2014. On November 14,2014, PCLB announced the continuation of its share repurchase plan and announced a new repurchase plan on May 25,2016. We believe management and the board acted in good faith to maximize shareholder value through multiple share repurchases. On December 13,2016, we disclosed that we sold our shares in the open market.
Sugar Creek Financial Corp. (“SUGR”) We filed our original Schedule 13D reporting our position on April 21,2014. We believe management and the board acted in good faith to maximize shareholder value through share repurchases. In our estimation, SUGR’s market price increased to reflect fair value; on July 28,2017, we disclosed that we sold our shares in the open market.
Provident Financial Holdings, Inc. (“PROV”) We filed our original Schedule 13D reporting our position on October 7,2011. We supported PROV’s consistent efforts to maximize shareholder value through a meaningful number of share repurchases. In our estimation, PROV’s market price increased and reflected fair value; on September 25,2017, we disclosed that we sold shares in the open market, decreasing our holdings below 5%.
IV. After successfully seeking board representation, we seated a director who currently serves on the board of the following issuer:
Poage Bankshares, Inc. (“PBSK”) We filed our original Schedule 13D reporting our position on September 23,2011. We believed PBSKs board was not focused on maximizing shareholder value and nominated a director for election at PBSKs 2014 annual meeting. Our nominee was not elected, so we nominated a director at PBSKs 2015 annual meeting. On July 21,2015, our nominee, Stephen S. Burchett, was elected as a director with a mandate to maximize shareholder value. Subsequently, the CEO left the company. We believe management and the board are acting in good faith to maximize shareholder value.
V. We hope to work with management and the boards of the following issuers:
Jacksonville Bancorp, Inc. (“JXSB”) We filed our original Schedule 13D reporting our position on July 5,2011. We support JXSB’s consistent efforts to maximize shareholder value through share repurchases and payments of special dividends.
CUSIP No. 496904202 SCHEDULE 13D Page 20 of 33
Sound Financial, Inc. (“SFBC”) We filed our original Schedule 13D reporting our position on November 21,2011. We urged management and the board to pursue a second step conversion. On August 22,2012, Sound Financial Bancorp, Inc. (“SFBC”) announced completion of its second step conversion and our shares of SNFL were converted into shares of SFBC. We support SFBC’s consistent efforts to maximize shareholder value.
IF Bancorp, Inc. (“IROQ”) We filed our original Schedule 13D reporting our position on March 5,2012. We believe IROQ is positioned to consistently repurchase its shares, and we have urged management and the board to do so. We believe IROQ must increase its rate of share repurchases while the shares remain below book value.
Hamilton Bancorp, Inc. (“HBK”) We filed our original Schedule 13D reporting our position on October 22,2012. We believe HBKs acquisition of FMTB and FRTR is in the best interest of shareholders.
Carroll Bancorp, Inc. (“CROL”) We filed our original Schedule 13D reporting our position on March 17,2014. We are evaluating management and the board’s actions regarding maximizing shareholder value. CROL deregistered its shares of common stock effective in 2017.
SenecaCayuga Bancorp, Inc. (“SCAY”) We filed our original Schedule 13D reporting our position on September 15,2014. We believe SCAY is positioned to provide meaningful returns to its shareholders either through a secondstep conversion or by effectuating a shareholderfriendly capital allocation program. We are encouraging management and the board to choose a path that will maximize shareholder value. SCAY deregistered its shares of common stock effective in 2009.
Ben Franklin Financial, Inc. (“BFFI”) We filed our original Schedule 13D reporting our position on February 9,2015. We will urge management and the board to repurchase shares as soon as BFFI is permitted.
Central Federal Bancshares, Inc. (“CFDB”) We filed our original Schedule 13D reporting our position on January 25,2016. We will urge management and the board to repurchase shares as soon as CFDB is permitted.
First Federal of Northern Michigan Bancorp, Inc. (“FFNM”) We filed our original Schedule 13D reporting our position on February 29,2016. We believe FFNM is positioned to repurchase shares, and we urge management and the board to do so. FFNM deregistered its shares of common stock effective in 2016.
First Advantage Bancorp (“FABK”) We filed our original Schedule 13D reporting our position on March 20,2017. We believe management and the board will act in good faith to maximize shareholder value over the long term. FABK deregistered its shares of common stock effective in 2013.
CUSIP No. 496904202 SCHEDULE 13D Page 21 of 33
VI. We intend to seek board representation and work to maximize shareholder value at the following issuers:
Wayne Savings Bancshares, Inc. (“WAYN”) We filed our original Schedule 13D reporting our position on October 8,2010. We supported H. Stewart Fitz Gibbon III’s appointment as president and CEO effective November 3,2014 and as a director on the executive committee of WAYN’s board. We believed management and the board were acting in good faith to position WAYN to maximize shareholder value until the board cancelled a meeting between us and Mr. Fitz Gibbon and later announced Mr. Fitz Gibbon’s unexplained resignation on December 20,2016. On January 9,2017, we announced our nominee and alternate nominee for WAYN’s 2017 election of directors and publicly called for WAYN’s sale. Although our nominee was not elected, we intend to seek board representation at WAYN’s 2018 annual meeting.
Wheeler Real Estate Investment Trust, Inc. (“WHLR”) We filed our original Schedule 13D reporting our position on July 3,2017. On December 4,2017, we announced our nominees and alternate nominee for WHLR’s 2018 election of directors.
VII. We believe the following issuer should be sold:
MB Bancorp, Inc. (“MBCQ”) We filed our original Schedule 13D reporting our position on January 9,2015. We urged management and the board to repurchase shares and on March 30,2016, MBCQ announced and subsequently completed its plan to repurchase an initial 10% of its shares outstanding. We urged management and the board to complete the existing 5% share repurchase plan and put MBCQ up for sale when permitted in January 2018.
VIII. We believe the following issuer should complete a secondstep conversion or be sold:
NorthEast Community Bancorp, Inc. (“NECB”) We filed our original Schedule 13D reporting our position on November 5,2007. A majority of NECB’s shares are held by a mutual holding company controlled by NECB’s board. We opposed the grant of an equity incentive plan for the NECB board, and to this day, the board and management have not received such a plan. In July of 2010, we delivered a written demand to NECB demanding to inspect its shareholder list, but NECB refused to supply us with the list. We sued NECB in federal court in New York seeking an order compelling compliance. In August of 2010, NECB produced the list of shareholders to us. In the fall of 2011, we sent a letter to NECB’s board of directors demanding that NECB expand the board with disinterested directors to consider a second step conversion. In October of 2011, we filed a lawsuit in New York state court against NECB, the mutual holding company, and their boards of directors, personally and derivatively, for breach of fiduciary duty arising out of failure to fairly consider a second step conversion and alleging conflict of interest. During the course of a protracted litigation, we deposed every named director including a former director. Although the New York trial court judge agreed with us in partially granting our motion for summary judgment and finding that upon trial the defendants would bear the burden of the entire fairness standard, the First Department reversed on other grounds; the New York Court of Appeals declined to hear our appeal. NECB deregistered its shares of common stock effective in 2016.
CUSIP No. 496904202 SCHEDULE 13D Page 22 of 33
IX. The following issuer is the focus of a litigation, and we believe this issuer should be sold:
HopFed Bancorp, Inc. (“HFBC”) We filed our original Schedule 13D reporting our position on February 25,2013. We opposed HFBC’s purchase of Sumner Bank & Trust and engaged in a proxy contest seeking election of our nominee as a director at HFBC’s 2013 annual meeting. On May 15,2013, our nominee was elected by a twotoone margin, and on August 23,2013, HFBC’s acquisition of Sumner Bank & Trust was terminated. Our nominee did not seek reelection for a second term at HFBC’s 2016 annual meeting.
On May 1,2017, we sent a letter to stockholders (and filed as Exhibit 13 to the Twelfth Amendment to the HFBC Schedule 13D) detailing the personal property holdings of HFBC’s CEO, John Peck, as well as numerous other conflicts of interest uncovered in our review of publicly available documents. In response to our letter, HFBC announced the formation of a “Special Litigation Committee.” Shortly thereafter, on May 4,2017, we filed a complaint in the Delaware Court of Chancery against HFBC, the current members of the board of directors and one former board member, asking the Court to declare that HFBC’s prejudicial bylaw is invalid and that the directors breached their fiduciary duties. On October 4,2017, HFBC announced it had amended the bylaw thus mooting that case. Subsequently, the parties stipulated that the case would be dismissed, without prejudice, and we have filed a motion to recover our fees and expenses, which is pending.
Members of the Group may seek to make additional purchases or sales of shares of Common Stock. Except as described in this filing, no member of the Group has any plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of Item 4 of Schedule 13D. Members of the Group may, at any time and from time to time, review or reconsider their positions and formulate plans or proposals with respect thereto.
CUSIP No. 496904202 SCHEDULE 13D Page 23 of 33

Other institutional investors and hedge funds also recently added to or reduced their stakes in the company. Stifel Financial Corp bought a new stake in shares of Kingsway Financial Services in the third quarter worth about $262,000. Belpointe Asset Management LLC bought a new stake in shares of Kingsway Financial Services in the third quarter worth about $502,000. CWA Asset Management Group LLC grew its stake in shares of Kingsway Financial Services by 63.2% in the second quarter. CWA Asset Management Group LLC now owns 684,243 shares of the insurance provider’s stock worth $4,140,000 after purchasing an additional 265,102 shares during the last quarter. Vivaldi Asset Management LLC grew its stake in shares of Kingsway Financial Services by 525.6% in the second quarter. Vivaldi Asset Management LLC now owns 750,927 shares of the insurance provider’s stock worth $4,543,000 after purchasing an additional 630,890 shares during the last quarter. Finally, Stilwell Value LLC grew its stake in shares of Kingsway Financial Services by 510.8% in the second quarter. Stilwell Value LLC now owns 22,491,014 shares of the insurance provider’s stock worth $22,491,000 after purchasing an additional 18,808,768 shares during the last quarter. Hedge funds and other institutional investors own 25.67% of the company’s stock.

Kingsway Financial Services Inc. (KFS) traded up $0.05 during midday trading on Friday, hitting $5.10. The company had a trading volume of 46,100 shares, compared to its average volume of 20,785. The company has a current ratio of 0.26, a quick ratio of 0.26 and a debt-to-equity ratio of 1.12. Kingsway Financial Services Inc. has a 12 month low of $4.80 and a 12 month high of $6.50.

In other news, Director Joseph Stilwell acquired 10,000 shares of the business’s stock in a transaction on Thursday, December 14th. The shares were acquired at an average cost of $5.02 per share, with a total value of $50,200.00. The acquisition was disclosed in a legal filing with the SEC, which is accessible through this link. Also, Director Gary Schaevitz acquired 5,000 shares of the business’s stock in a transaction on Tuesday, October 31st. The shares were purchased at an average cost of $5.50 per share, for a total transaction of $27,500.00. The disclosure for this purchase can be found here. Insiders purchased 57,650 shares of company stock worth $330,777 over the last three months. 44.97% of the stock is owned by insiders.

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About Kingsway Financial Services

Kingsway Financial Services Inc is a holding company. The Company operates as a merchant bank primarily engaged, through its subsidiaries, in the property and casualty insurance business. The Company operates through Insurance Underwriting segment. Its Insurance Underwriting segment provides non-standard automobile insurance to individuals who do not meet the criteria for coverage by standard automobile insurers.

Institutional Ownership by Quarter for Kingsway Financial Services (NYSE:KFS)

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