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)

44931Q-104

(CUSIP Number)

March 28, 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 the disclosures provided in a prior cover page.

The information required in 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).

 

 

 

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CUSIP No. 44931Q-104

 

1		NAME OF REPORTING PERSON   ICC Holdings, Inc. Employee Stock Ownership Plan
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ☐        (b)  ☒
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION       Pennsylvania

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				5		SOLE VOTING POWER       0
				6		SHARED VOTING POWER       350,000
				7		SOLE DISPOSITIVE POWER       0
				8		SHARED DISPOSITIVE POWER       350,000

9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON       350,000
10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)    ☐
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)       10.0%
12		TYPE OF REPORTING PERSON (See Instructions)       EP

 

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Item 1(a).

Name of Issuer:

ICC Holdings, Inc.

 

Item 1(b)

Address of Issuer’s Principle Executive Offices:

225 20^th Street

Rock Island, Illinois 61204

 

Item 2(a)

Name of Person Filing:

ICC Holdings, Inc. Employee Stock Ownership Plan

 

Item 2(b)

Address of Principal Business Office or, if none, Residence:

225 20^th Street

Rock Island, Illinois 61204

 

Item 2(c)

Citizenship:

Pennsylvania

 

Item 2(d).

Title of Class of Securities:

Common Stock, par value $0.01 per share

 

Item 2(e)

CUSIP Number:

44931Q-104

 

Item 3

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

(f) ☒ An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

 

Item 4

Ownership.

(a) Amount beneficially owned: 350,000 shares of Common Stock

(b) Percent of class: 10.0% (based on 3,500,000 shares of Common Stock outstanding as of March 28, 2017)

(c) Number of shares as to which such person has:

(i) Sole power to vote or to direct the vote: 0

(ii) Shared power to vote or to direct the vote: 350,000

(iii) Sole power to dispose or to direct the disposition of: 0

(iv) Shared power to dispose or to direct the disposition of: 350,000

The ICC Holdings, Inc. Employee Stock Ownership Plan (the “ESOP”) is an employee benefit plan subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), with individual accounts for the benefit of participating employees and their beneficiaries. The ESOPs assets are held in trust pursuant to a trust agreement between the ICC Holdings, Inc., the ESOP, and GreatBanc Trust Company, solely in its capacity as trustee (the “Plan Trustee”). The number of shares listed as beneficially owned represents the number of shares of Common Stock held in the ESOP as of March 28, 2017. As of March 28, 2017, all of the 350,000 shares of Common Stock held in the ESOP were not allocated to individual accounts established for participating employees and their beneficiaries.

Participating employees and their beneficiaries have the power and authority to direct the voting of shares of Common Stock allocated to their individual accounts through the Plan Trustee with respect to any corporate matter which involves the voting of such shares at a shareholder meeting and which constitutes a merger, consolidation, recapitalization, reclassification, liquidation, dissolution, sale of substantially all assets of a trade or business or a similar transaction. Except for corporate matters otherwise described above, shares of Common Stock in the trust shall be voted by the Plan Trustee in the manner directed by the Administrative Committee, currently the Board of Directors of ICC Holdings, Inc. Unallocated shares of Common Stock held by the ESOP are voted in the manner determined by the Administrative Committee. As a result of such shared voting power, the shares of Common Stock held in the ESOP are included in the shares beneficially owned by the ESOP.

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Item 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following  ☐.

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

See Item 4 above.

Subject to the terms and conditions of the ESOP, cash dividends on Common Stock allocated to accounts of participating employees and their beneficiaries will be allocated to the respective other investment accounts of such participants. No individual participant has an interest in excess of 5% of the class of securities reported herein.

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 acquired and are held in the ordinary course of business and 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, other than activities solely in connection with a nomination under § 240.14a-11.

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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.

 

				ICC Holdings, Inc.
				Employee
				Stock Ownership Plan
April 14, 2017				By:		/s/ Kathleen Springer
						Kathleen Springer
						As attorney-in-fact

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EXHIBIT INDEX

 

Exhibit Number		Description
1		Limited Power of Attorney

Exhibit 1

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints each of Kathleen Springer, Julia B. Suiter, Sunjeet S. Gill and Stephanie R. Hager or any of them signing singly, and with full power of substitution, the undersigned’s true and lawful attorney-in-fact to:

 

(1)

execute for and on behalf of the undersigned, in the undersigned’s capacity as a shareholder of ICC Holdings, Inc. (the “Company”), Schedules 13G or 13D in accordance with Section 13 of the Securities Exchange Act of 1934 and the rules thereunder;

 

(2)

do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Schedules 13G or 13D, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and

 

(3)

take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 13 of the Securities Exchange Act of 1934.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Schedules 13G or 13D with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 14^th day of April 2017.