UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
ICC Holdings, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
44931Q104
(CUSIP Number)
March 24, 2017
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 44931Q104 | 13G | Page 2 of 11 Pages |
| 1 | NAME OF REPORTING PERSONS
Rock Island Investors, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
400,000 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
400,000 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
400,000 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.4% | |||||
| 12 | TYPE OF REPORTING PERSON
OO | |||||
| CUSIP No. 44931Q104 | 13G | Page 3 of 11 Pages |
| 1 | NAME OF REPORTING PERSONS
Domain Capital Advisors, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
400,000 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
400,000 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
400,000 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.4% | |||||
| 12 | TYPE OF REPORTING PERSON
IA | |||||
| CUSIP No. 44931Q104 | 13G | Page 4 of 11 Pages |
| 1 | NAME OF REPORTING PERSONS
Leardo Asset Management, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
State of Florida | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
400,000 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
400,000 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
400,000 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.4% | |||||
| 12 | TYPE OF REPORTING PERSON
OO | |||||
| CUSIP No. 44931Q104 | 13G | Page 5 of 11 Pages |
| 1 | NAME OF REPORTING PERSONS
Patrick R. Leardo | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
400,000 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
400,000 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
400,000 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.4% | |||||
| 12 | TYPE OF REPORTING PERSON
IN | |||||
| CUSIP No. 44931Q104 | 13G | Page 6 of 11 Pages |
| Item 1(a). | Name of Issuer: |
ICC Holdings, Inc.
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
225 20th Street
Rock Island, Illinois 61201
| Item 2(a). | Name of Person Filing: |
This Schedule is being filed by: (1) Rock Island Investors, LLC, a Delaware limited liability company (“Rock Island”), with respect to the Common Stock (as defined in Item 2(d) below) beneficially owned by it; (2) Domain Capital Advisors, LLC, a Delaware limited liability company (“Domain”) and the sole manager of Rock Island, with respect to the Common Stock beneficially owned by Rock Island; (3) Leardo Asset Management, LLC, a Florida limited liability company (“LAM”) and the sole manager of Domain, with respect to the Common Stock beneficially owned by Rock Island; and (4) Patrick R. Leardo, a United States citizen and the President of LAM (“Mr. Leardo”), with respect to the Common Stock beneficially owned by Rock Island.
The foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons.” Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
| Item 2(b). | Address of Principal Business Office or, if None, Residence: |
(1) The principal business office of Rock Island is c/o Domain Capital Advisors, LLC, 1230 Peachtree Street NE, Suite 3500, Atlanta, GA 30309;
(2) The principal business office of Domain is 1230 Peachtree Street NE, Suite 3500, Atlanta, GA 30309;
(3) The principal business office of LAM is 772 Dream Island Road, Longboat Key, FL 34228; and
(4) The residence of Mr. Leardo is 772 Dream Island Road, Longboat Key, FL 34228.
| Item 2(c). | Citizenship: |
(1) Rock Island is a Delaware limited liability company;
(2) Domain is a Delaware limited liability company;
(3) LAM is a Florida limited liability company; and
(4) Mr. Leardo is a United States citizen.
| Item 2(d). | Title of Class of Securities: |
Common Stock, par value $0.01 per share (the “Common Stock”).
| CUSIP No. 44931Q104 | 13G | Page 7 of 11 Pages |
| Item 2(e). | CUSIP Number: |
44931Q104
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the filing person is a: |
Not applicable.
| Item 4. | Ownership. |
This Schedule 13G reports beneficial ownership of the Common Stock beneficially owned by the Reporting Persons as of the date hereof.
| A. | Rock Island Investors, LLC; Domain Capital Advisors, LLC; Leardo Asset Management, LLC |
| (a) | Amount beneficially owned: 400,000 |
| (b) | Percent of class: 11.4%. The percentages used herein and in the rest of this Schedule are calculated based upon the 3,500,000 shares of Common Stock issued and outstanding as of March 24, 2017. |
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote: 0 |
| (ii) | Shared power to vote or to direct the vote: 400,000 |
| (iii) | Sole power to dispose or to direct the disposition of: 0 |
| (iv) | Shared power to dispose or to direct the disposition of: 400,000 |
Rock Island has the power to dispose of and the power to vote the Common Stock beneficially owned by it, which powers may also be exercised by Domain, its sole manager, and LAM, the sole manager of Domain. Neither Domain nor LAM directly owns any of the Common Stock. By reason of the provisions of Rule 13d-3 of the Exchange Act of 1934, as amended (the “Act”), each may be deemed to beneficially own the Common Stock beneficially owned by Rock Island. However, none of the foregoing should be construed in and of itself as an admission by Domain or LAM or by any Reporting Person as to beneficial ownership of the Common Stock owned by another Reporting Person. In addition, each of Domain and LAM expressly disclaims beneficial ownership of the Common Stock owned by Rock Island.
| B. | Patrick R. Leardo |
| (a) | Amount beneficially owned: 400,000 |
| (b) | Percent of class: 11.4%. |
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote: 0 |
| (ii) | Shared power to vote or to direct the vote: 400,000 |
| (iii) | Sole power to dispose or to direct the disposition of: 0 |
| (iv) | Shared power to dispose or to direct the disposition of: 400,000 |
| CUSIP No. 44931Q104 | 13G | Page 8 of 11 Pages |
Mr. Leardo, who controls LAM, has the sole power to vote and dispose of the Common Stock beneficially owned by Rock Island. Mr. Leardo does not directly own any of the Common Stock. By reason of the provisions of Rule 13d-3 of the Act, Mr. Leardo may be deemed to beneficially own the Common Stock beneficially owned by Rock Island. However, none of the foregoing should be construed in and of itself as an admission by Mr. Leardo or by any Reporting Person as to beneficial ownership of the Common Stock owned by another Reporting Person. In addition, Mr. Leardo expressly disclaims beneficial ownership of the Common Stock owned by any of Rock Island.
| Item 5. | Ownership of Five Percent or Less of a Class. |
Not applicable.
| Item 6. | Ownership of More Than Five Percent on Behalf of Another Person. |
Under certain circumstances set forth in the operating agreement of Rock Island, the members of Rock Island may be deemed to have the right to receive distributions of dividends from, or the proceeds from the sale of, shares of the Issuer. One of the members, Abernathy Fund 1, LLC, an affiliate of the State of Michigan Retirement System, may be deemed to have the right to receive dividends from, or the proceeds from the sale of, more than 5% of the shares of Common Stock reported in this statement.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group. |
Not applicable.
| Item 9. | Notice of Dissolution of Group. |
Not applicable.
| Item 10. | Certifications. |
By signing below I certify that , to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
| CUSIP No. 44931Q104 | 13G | Page 9 of 11 Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| March 28, 2017 | ROCK ISLAND INVESTORS, LLC | |||||
| By: | /s/ John R. Luckett, Jr. | |||||
| Name: | John R. Luckett, Jr. | |||||
| Title: | Authorized Representative | |||||
| March 28, 2017 | DOMAIN CAPITAL ADVISORS, LLC | |||||
| By: | /s/ John R. Luckett, Jr. | |||||
| Name: | John R. Luckett, Jr. | |||||
| Title: | Authorized Representative | |||||
| March 28, 2017 | LEARDO ASSET MANAGEMENT, LLC | |||||
| By: | /s/ Patrick R. Leardo | |||||
| Name: | Patrick R. Leardo | |||||
| Title: | Authorized Representative | |||||
| March 28, 2017 | PATRICK R. LEARDO | |||||
| By: | /s/ Patrick R. Leardo | |||||
| Name: | Patrick R. Leardo | |||||
| CUSIP No. 44931Q104 | 13G | Page 10 of 11 Pages |
EXHIBIT INDEX
A. Joint Filing Agreement, dated as of March 28, 2017, by and between Rock Island Investors, LLC, Domain Capital Advisors, LLC, Leardo Asset Management, LLC, and Patrick R. Leardo.
| CUSIP No. 44931Q104 | 13G | Page 11 of 11 Pages |
EXHIBIT A
JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
| March 28, 2017 | ROCK ISLAND INVESTORS, LLC | |||||
| By: | /s/ John R. Luckett, Jr. | |||||
| Name: | John R. Luckett, Jr. | |||||
| Title: | Authorized Representative | |||||
| March 28, 2017 | DOMAIN CAPITAL ADVISORS, LLC | |||||
| By: | /s/ John R. Luckett, Jr. | |||||
| Name: | John R. Luckett, Jr. | |||||
| Title: | Authorized Representative | |||||
| March 28, 2017 | LEARDO ASSET MANAGEMENT, LLC | |||||
| By: | /s/ Patrick R. Leardo | |||||
| Name: | Patrick R. Leardo | |||||
| Title: | Authorized Representative | |||||
| March 28, 2017 | PATRICK R. LEARDO | |||||
| By: | /s/ Patrick R. Leardo | |||||
| Name: | Patrick R. Leardo | |||||