Arron K. Sutherland - Mar 13, 2025 Form 4 Insider Report for ICC Holdings, Inc. (ICCH)

Role: President and CEO, Director
Signature: /s/ Kathleen Springer, as attorney-in-fact
Stock symbol: ICCH
Transactions as of: Mar 13, 2025
Transactions value $: -$1,951,064
Form type: 4
Date filed: 3/17/2025, 09:31 PM
Previous filing: Jun 13, 2024
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Date	Ownership	Footnotes
transaction	ICCH	Common Stock	Disposed to Issuer	-$457K	-19.4K	-100%	$23.50	Mar 13, 2025	Direct	F1
transaction	ICCH	Common Stock	Disposed to Issuer	-$1.24M	-52.8K	-100%	$23.50	Mar 13, 2025	401 (k)	F1
transaction	ICCH	Common Stock	Disposed to Issuer	-$171K	-7.26K	-100%	$23.50	Mar 13, 2025	By ESOP	F1
transaction	ICCH	Common Stock	Disposed to Issuer	-$3.53K	-150	-100%	$23.50	Mar 13, 2025	By Minor Child	F1
transaction	ICCH	Common Stock	Disposed to Issuer	-$79.9K	-3.4K	-100%	$23.50	Mar 13, 2025	Spouse's IRA	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Shares	Change %	Date	Underlying Class	Exercise Price	Ownership	Footnotes
transaction	ICCH	Restricted Stock Unit	Disposed to Issuer	-1.67K	-100%	Mar 13, 2025	Common Stock	$0.00	Direct	F2
transaction	ICCH	Restricted Stock Unit	Disposed to Issuer	-4.93K	-100%	Mar 13, 2025	Common Stock	$0.00	Direct	F2
transaction	ICCH	Restricted Stock Unit	Disposed to Issuer	-7.4K	-100%	Mar 13, 2025	Common Stock	$0.00	Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger, dated as of June 8, 2024, as amended (the "Merger Agreement"), by and among ICC Holdings, Inc. (the "Company"), Mutual Capital Holdings, Inc. ("Parent"), and Mutual Capital Merger Sub, Inc., a copy of which are filed as Exhibits 2.1, 2.2, 2.3 and 2.4 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on January 31, 2025, pursuant to which the Company became a wholly-owned subsidiary of Parent (the "Merger") on March 13, 2025 (the "Effective Time"). At the Effective Time, each issued and outstanding share of common stock of the Company was converted into the right to receive $23.50 in cash (the "Merger Consideration"), without interest, subject to any withholding taxes.
F2	Pursuant to the Merger Agreement, at the Effective Time, the restricted stock units subject to time-based vesting restrictions ("RSUs") were canceled in consideration for the right to receive a lump sum cash payment (less any applicable tax withholdings) equal to the product obtained by multiplying (1) the amount of the Merger Consideration by (2) the total number of shares of common stock represented by such RSUs.

Content

This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger, dated as of June 8, 2024, as amended (the "Merger Agreement"), by and among ICC Holdings, Inc. (the "Company"), Mutual Capital Holdings, Inc. ("Parent"), and Mutual Capital Merger Sub, Inc., a copy of which are filed as Exhibits 2.1, 2.2, 2.3 and 2.4 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on January 31, 2025, pursuant to which the Company became a wholly-owned subsidiary of Parent (the "Merger") on March 13, 2025 (the "Effective Time"). At the Effective Time, each issued and outstanding share of common stock of the Company was converted into the right to receive $23.50 in cash (the "Merger Consideration"), without interest, subject to any withholding taxes.

Pursuant to the Merger Agreement, at the Effective Time, the restricted stock units subject to time-based vesting restrictions ("RSUs") were canceled in consideration for the right to receive a lump sum cash payment (less any applicable tax withholdings) equal to the product obtained by multiplying (1) the amount of the Merger Consideration by (2) the total number of shares of common stock represented by such RSUs.