Sec Form 4 Filing - KASITZ KEVIN @ HALLMARK FINANCIAL SERVICES INC - 2015-05-29

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 KASITZ KEVIN 2. Issuer Name and Ticker or Trading Symbol HALLMARK FINANCIAL SERVICES INC [ HALL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Executive Vice President (Last) (First) (Middle) 777 MAIN STREET, SUITE 1000 3. Date of Earliest Transaction (MM/DD/YY) 05/29/2015 (Street) FORT WORTH, TX76102 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 43,093 D

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 RESTRICTED STOCK UNITS ( 1 ) ( 2 ) 05/29/2015 A 9,186 03/31/2018 03/31/2018 COMMON STOCK ( 1 ) ( 2 ) $ 0 9,186 D RESTRICTED STOCK UNITS ( 3 ) 03/31/2017 03/31/2017 COMMON STOCK ( 3 ) 14,234 D RESTRICTED STOCK UNITS ( 4 ) 03/31/2016 03/31/2016 COMMON STOCK ( 4 ) 15,040 D EMPLOYEE STOCK OPTION (RIGHT TO BUY) $ 6.61 ( 5 ) 04/01/2019 COMMON STOCK 55,000 55,000 D EMPLOYEE STOCK OPTION (RIGHT TO BUY) $ 11.46 ( 6 ) 05/22/2018 COMMON STOCK 37,500 37,500 D EMPLOYEE STOCK OPTION (RIGHT TO BUY) $ 12.52 ( 7 ) 05/24/2017 COMMON STOCK 75,000 75,000 D EMPLOYEE STOCK OPTION (RIGHT TO BUY) $ 11.34 ( 8 ) 05/25/2016 COMMON STOCK 5,000 11,667 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other KASITZ KEVIN 777 MAIN STREET SUITE 1000 FORT WORTH, TX76102 Executive Vice President Signatures STEVEN D. DAVIDSON AS ATTORNEY-IN-FACT FOR KEVIN KASITZ 03/18/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each restricted stock unit represents the right to receive shares of common stock upon satisfaction of vesting requirements and performance criteria. The performance criteria with respect to 25% of the restricted stock units are based on the compound average annual growth rate ("CAAGR") in book value per share from January 1, 2015 to December 31, 2017, and earn a percentage of a share of common stock per restricted stock unit, as follows: (i) CAAGR less than 9% earns 0%; (ii) 9% CAAGR earns 50%; (iii) 10% CAAGR earns 67%; (iv) 11% CAAGR earns 83%; (v) 12% CAAGR earns 100%; (vi) 13% CAAGR earns 117% shares; (vii) 14% CAAGR earns 133%; and (viii) 15% or greater CAAGR earns 150%. ( 2 )Each restricted stock unit represents the right to receive shares of common stock upon satisfaction of vesting requirements and performance criteria. The performance criteria with respect to 75% of the restricted stock units are based on the three year average annual combined ratio ("AACR") for 2015, 2016 and 2017, as follows: (i) AACR of 98% or higher 0%; (ii) AACR of 97% earns 50%; (iii) AACR of 96% earns 60%; (iv) AACR of 95% earns 70%; (v) AACR of 94% earns 80%; (vi) AACR of 93% earns 90%; (vii) AACR of 92% earns 100%; (viii) AACR of 91% earns 110%; (ix) AACR of 89% earns 120%; (x) AACR of 88% earns 130%; (xi) AACR of 87% earns 140%; and (xii) AACR of 86% or less earns 150%. ( 3 )Each restricted stock unit represents the right to receive shares of common stock upon satisfaction of vesting requirements and performance criteria. The performance criteria are based on the compound average annual growth rate ("CAAGR") in book value per share from January 1, 2014 to December 31, 2016, and earn a percentage of a share of common stock per restricted stock unit, as follows: (i) CAAGR less than 8% earns 0%; (ii) 8% CAAGR earns 50%; (iii) 9% CAAGR earns 64%; (iv) 10% CAAGR earns 79%; (v) 11% CAAGR earns 93%; (vi) 12% CAAGR earns 107% shares; (vii) 13% CAAGR earns 122%; (viii) 14% CAAGR earns 136%; and (ix) 15% or greater CAAGR earns 150%. ( 4 )Each restricted stock unit represents the right to receive shares of common stock upon satisfaction of vesting requirements and performance criteria. The performance criteria are based on the compound average annual growth rate ("CAAGR") in book value per share from January 1, 2013 to December 31, 2015, and earn a percentage of a share of common stock per restricted stock unit, as follows: (i) CAAGR less than 8% earns 0%; (ii) 8% CAAGR earns 50%; (iii) 9% CAAGR earns 64%; (iv) 10% CAAGR earns 79%; (v) 11% CAAGR earns 93%; (vi) 12% CAAGR earns 107% shares; (vii) 13% CAAGR earns 122%; (viii) 14% CAAGR earns 136%; and (ix) 15% or greater CAAGR earns 150%. ( 5 )Represents grant of employee stock options which become exercisable in seven equal annual installments commencing April 1, 2010. ( 6 )Represents employee stock options exercisable as to 3,750, 7,500, 11,250 and 15,000 shares on May 22, 2009, 2010, 2011 and 2012, respectively. ( 7 )Represents employee stock options exercisable as to 7,500, 15,000, 22,500 and 30,000 shares on May 24, 2008, 2009, 2010 and 2011, respectively. ( 8 )Represents employee stock options exercisable as to 1,667, 3,333, 5,000 and 6,667 shares on May 25, 2007, 2008, 2009 and 2010, respectively.

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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