Sec Form 4 Filing - Elliffe Eoin @ MIDWEST HOLDING INC. - 2023-12-20

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 Elliffe Eoin 2. Issuer Name and Ticker or Trading Symbol MIDWEST HOLDING INC. [ MDWT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Risk Officer (Last) (First) (Middle) C/O MIDWEST HOLDING INC., 2900 SOUTH 70TH STREET, SUITE 400 3. Date of Earliest Transaction (MM/DD/YY) 12/20/2023 (Street) LINCOLN, NE68506 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

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) $ 11.83 12/20/2023 D 20,000 ( 1 )( 2 ) 07/11/2032 Common Stock 20,000 ( 1 ) ( 2 ) $ 15.17 ( 1 ) ( 2 ) 0 D

Reporting Owners Reporting Owner Name / Addr ess Relationships Director 10% Owner Officer Other Elliffe Eoin C/O MIDWEST HOLDING INC. 2900 SOUTH 70TH STREET, SUITE 400 LINCOLN, NE68506 Chief Risk Officer Signatures /s/ Eoin Elliffe, 12/21/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to the Agreement and Plan of Merger, dated as of April 30, 2023 (the "Merger Agreement"), by and among Midwest Holding Inc., a Delaware corporation (the "Company"), Midas Parent, LP, a Delaware limited partnership ("Parent") and Midas Merger Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent, whereby at the effective time of the merger contemplated therein (the "Effective Time"), each share of Company Common Stock issued and outstanding immediately prior to the Effective Time, subject to certain exceptions as provided in the Merger Agreement, was converted into the right to receive $27.00 in cash, without interest (the "Merger Consideration"), subject to any required tax withholding as provided in the Merger Agreement. ( 2 )At the Effective Time, each Company stock option that was not a Vested Company Option (as defined in the Merger Agreement) (each, an "Unvested Company Option"), in each case, that was in-the-money, was cancelled and replaced, in accordance with the terms of the Merger Agreement, with a right to receive an amount in cash, without interest, equal to, for each share of Common Stock subject to such Unvested Company Option held by the reporting person immediately prior to the Effective Time, the excess of the Merger Consideration over the per share exercise price of such Unvested Company Option (the "Cash Replacement Option Amounts"). The Cash Replacement Option Amounts will, subject to the exceptions and obligations enumerated in Section 2.07(a)(ii) of the Merger Agreement, vest and be payable at the same time as the Unvested Company Option for which such Cash Replacement Option Amounts were exchanged and would have vested pursuant to its terms.

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