Sec Form 4 Filing - BRATTON DOUGLAS K @ MIDWEST HOLDING INC. - 2020-07-31

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 BRATTON DOUGLAS K 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 _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 201 MAIN STREET, SUITE 1900 3. Date of Earliest Transaction (MM/DD/YY) 07/31/2020 (Street) FORT WORTH, TX76102 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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

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 Stock Option (right to buy) $ 0.05 07/31/2020 A 50,000 ( 1 ) ( 1 ) 07/31/2020 Voting Common Stock 50,000 $ 0 50,000 I See Footnotes ( 2 ) ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BRATTON DOUGLAS K 201 MAIN STREET, SUITE 1900 FORT WORTH, TX76102 X X CRESTLINE ASSURANCE HOLDINGS LLC 201 MAIN STREET, SUITE 1900 FORT WORTH, TX76102 X X Crestline Management, LP 201 MAIN STREET, SUITE 1900 FORT WORTH, TX76102 X X Crestline Investors, Inc. 201 MAIN STREET, SUITE 1900 FORT WORTH, TX76102 X X Signatures DOUGLAS K. BRATTON, /s/ Douglas K. Bratton 08/04/2020 Signature of Reporting Person Date CRESTLINE ASSURANCE HOLDINGS LLC, /s/ Douglas K. Bratton, Title: Manager 08/04/2020 Signature of Reporting Person Date CRESTLINE MANAGEMENT, L.P., By: Crestline Investors, Inc., its general partner, /s/ Douglas K. Bratton, Title: Sole Director 08/04/2020 Signature of Reporting Person Date CRESTLINE INVESTORS, INC., /s/ Douglas K. Bratton, Title: Sole Director 08/04/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Non-Qualified Stock Options granted under the Midwest Holding Inc. 2019 Long-Term Incentive Plan to Douglas K. Bratton for his service on the Board of Directors (the "Board") of Midwest Holding Inc. (the "Issuer"). The Non-Qualified Stock Options vest as follows: (i) 25,000 Options shall vest on July 31, 2022; and (ii) 25,000 Options shall vest on July 31, 2024, in each case subject to Mr. Bratton's continued service on the Issuer's Board. ( 2 )Mr. Bratton serves on the Issuer's Board as a representative of Crestline Assurance Holdings LLC ("Crestline Assurance") and its affiliates. Mr. Bratton holds the Options reported herein for the benefit of Crestline Assurance and as a result does not have any direct pecuniary interest in such Options. Mr. Bratton may be deemed to have an indirect pecuniary interest in a portion of the Options through indirect membership interests in Crestline Assurance. The Manager of Crestline Assurance is Mr. Bratton and the Sole Member of Crestline Assurance is Crestline Management, L.P. ("Crestline Management"). Crestline Investors, Inc. ("Crestline") is the general partner of Crestline Management. Mr. Bratton is the sole director of Crestline. Crestline Management, Crestline and Mr. Bratton may each be deemed to beneficially own the securities beneficially owned by Crestline Assurance. ( 3 )(Continued from Footnote 2) Each such entity and Mr. Bratton disclaims beneficial ownership of such securities except to the extent of its or his respective pecuniary interest therein.

Remarks: Douglas K. Bratton is a member of the Board of Directors of Midwest Holding Inc. (the "Issuer"). For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, Crestline Assurance Holdings LLC, Crestline Management, L.P. and Crestline Investors, Inc. may be deemed to be directors by deputization of the Issuer due to their relationship with Mr. Bratton.

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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