Sec Form 4 Filing - Minnich Michael @ MIDWEST HOLDING INC. - 2020-08-03

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 Minnich Michael 2. Issuer Name and Ticker or Trading Symbol MIDWEST HOLDING INC. [ MDWT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) Executive Chairman (Last) (First) (Middle) 7 EAST 20TH STREET, APARTMENT 12F 3. Date of Earliest Transaction (MM/DD/YY) 08/03/2020 (Street) NEW YORK, NY10003 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 08/03/2020 J( 1 ) 700,496,352 ( 2 ) D $ 0 300,038,437 ( 2 ) I By: Vespoint LLC Common Stock 08/03/2020 J( 1 ) 68,915,486 ( 3 ) A $ 0 80,026,598 I By: Rendezvous Capital LLC

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Minnich Michael 7 EAST 20TH STREET APARTMENT 12F NEW YORK, NY10003 X X Executive Chairman Signatures Michael Minnich 08/05/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Xenith Holdings, LLC ("Xenith") distributed for no consideration 1,000,537,789 shares of common stock of Midwest Holding Inc. ('"Common Stock") to its members on a pro rata basis. The reporting person retained indirect beneficial ownership of 300,038,437 shares of such Common Stock after giving effect to the distribution as described in footnotes 2 and 3 of this Form 4. The transaction described in this Form 4 represents an exempt change in form of beneficial ownership pursuant to Rule 16a-13. ( 2 )Such shares of Common Stock were previously reported as being indirectly held by the reporting person through Vespoint LLC ("Vespoint"), the managing member of Xenith, in a group filing by Vespoint, Xenith, the reporting person and other members of the group. These shares of Common Stock were distributed in the pro rata distribution noted in footnote #1 above to the other members of the group, leaving Vespoint directly owning 300,038,437 shares of Common Stock. The reporting person is a Co-Chief Executive Officer of Vespoint and in his capacity as such, may be deemed to exercise shared voting and investment power of the shares held by Vespoint. The reporting person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. ( 3 )The shares of Common Stock reported as acquired in column 4 were previously reported as being indirectly held by the reporting person through Xenith and Vespoint. These shares were distributed for no consideration to Rendezvous Capital LLC in connection with the distribution noted in footnote #1 above. Rendezvous Capital is an entity controlled by the reporting person and owned by the reporting person and his spouse.

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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