Sec Form 4 Filing - Vespoint LLC @ 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 Vespoint LLC 2. Issuer Name and Ticker or Trading Symbol MIDWEST HOLDING INC. [ MDWT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 1075 OLD POST ROAD 3. Date of Earliest Transaction (MM/DD/YY) 08/03/2020 (Street) BEDFORD, NY10506 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 Common Stock 08/03/2020 J( 1 ) 700,496,352 ( 2 ) D $ 0 300,038,437 ( 2 ) D ( 3 )

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 Vespoint LLC 1075 OLD POST ROAD BEDFORD, NY10506 X Xenith Holdings LLC 1075 OLD POST ROAD BEDFORD, NY10506 X Signatures VESPOINT LLC, By: /s/ Michael W. Minnich, Name: Michael W. Minnich, Title: Co-Chief Executive Officer 10/28/2020 Signature of Reporting Person Date XENITH HOLDINGS LLC, By: Vespoint LLC, its Managing Member, By: /s/ Michael W. Minnich, Name: Michael W. Minnich, Title: Co-Chief Executive Office 10/28/2020 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 and did not retain beneficial ownership of any of such shares of Common Stock. Vespoint, LLC ("Vespoint"), the managing member of Xenith, retained direct 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 directly held Xenith and indirectly held by Vespoint as the managing member of Xenith, in a group filing by Vespoint, Xenith 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 members of Xenith, leaving Vespoint directly owning 300,038,437 shares of Common Stock. ( 3 )This report relates to Vespoint, A. Michael Salem ("Salem") and Michael W. Minnich ("Minnich"), all of whom share beneficial ownership of more than 10% of the capital stock of the Issuer. Salem and Minnich are each Co-Chief Executive Officers of Vespoint and in their capacity as such, may be deemed to exercise shared voting and investment power over the shares held by Reporting Persons. Each of Salem and Minnich disclaims beneficial ownership of such shares except to the extent of its or his pecuniary interest therein.

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

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