Sec Form 4 Filing - Karfunkel Robert @ National General Holdings Corp. - 2021-01-04

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 Karfunkel Robert 2. Issuer Name and Ticker or Trading Symbol National General Holdings Corp. [ NGHC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President (Last) (First) (Middle) C/O NGHC, 59 MAIDEN LANE, 38TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 01/04/2021 (Street) NEW YORK, NY10038 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, $.01 par value 01/04/2021 D( 1 ) 146,759 D $ 0 0 D Common Stock, $.01 par value 01/04/2021 D( 1 ) 320,000 D $ 0 0 I Held by RK Trust

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 Option to Purchase Common Stock $ 10.5 01/04/2021 D( 2 ) 743,500 06/06/2014 06/06/2023 Common Stock, $.01 par value 743,500 $ 0 ( 2 ) 0 D Restricted Stock Units ( 3 ) 01/04/2021 D( 4 ) 17,584 ( 5 ) ( 5 ) Common Stock, $.01 par value 17,584 $ 0 ( 4 ) 0 D Restricted Stock Units ( 3 ) 01/04/2021 D( 4 ) 66,276 ( 6 ) ( 6 ) Common Stock, $.01 par value 66,276 $ 0 ( 4 ) 0 D Restricted Stock Units ( 3 ) 01/04/2021 D( 4 ) 111,477 ( 7 ) ( 7 ) Common Stock, $.01 par value 111,477 $ 0 ( 4 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Karfunkel Robert C/O NGHC 59 MAIDEN LANE, 38TH FLOOR NEW YORK, NY10038 X President Signatures /s/ Robert Karfunkel 01/04/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Disposed of pursuant to the Agreement and Plan of Merger, dated as of July 7, 2020, by and among National General Holdings Corp., The Allstate Corporation, and Bluebird Acquisition Corp. (the "Merger Agreement") in exchange for $32.00 per share in cash (the "Merger Consideration") plus a special dividend of $2.50 per share (the "Special Dividend," and together with the Merger Consideration, the "Total Consideration"). ( 2 )Pursuant to the Merger Agreement, each outstanding option was canceled in exchange for a cash payment equal to the product of (a) the Total Consideration of $34.50 minus the exercise price per share of common stock underlying such option multiplied by (b) the number of shares of common stock underlying each such option, less any applicable withholding taxes. ( 3 )When granted, each restricted stock unit represented a contingent right to receive one share of National General Holdings Corp.'s common stock. ( 4 )Pursuant to the Merger Agreement, each outstanding restricted stock unit granted prior to July 7, 2020 was canceled in exchange for a cash payment equal to the Total Consideration of $34.50 multiplied by the number of shares of common stock underlying each such restricted stock unit, less any applicable withholding taxes. ( 5 )On February 26, 2018, Mr. Karfunkel received restricted stock units subject to a three-year vesting schedule, vesting 33 1/3% on the first, second and third anniversaries of the grant date. ( 6 )On February 26, 2019, Mr. Karfunkel received restricted stock units subject to a three-year vesting schedule, vesting 33 1/3% on the first, second and third anniversaries of the grant date. ( 7 )On February 20, 2020, Mr. Karfunkel received restricted stock units subject to a three-year vesting schedule, vesting 33 1/3% on the first, second and third anniversaries of the grant date.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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