SEC Form 4
FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940
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OMB APPROVAL |
OMB Number: |
3235-0287 |
Estimated average burden |
hours per response: |
0.5 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b). |
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Skyward Specialty Insurance Group, Inc.
[ SKWD ]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X |
Director |
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10% Owner |
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Officer (give title below) |
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Other (specify below) |
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3. Date of Earliest Transaction
(Month/Day/Year) 08/14/2023
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4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
X |
Form filed by One Reporting Person |
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Form filed by More than One Reporting Person |
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
1. Title of Security (Instr.
3)
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2. Transaction Date
(Month/Day/Year) |
2A. Deemed Execution Date, if any
(Month/Day/Year) |
3. Transaction Code (Instr.
8)
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4. Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
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5.
Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr.
3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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7. Nature of Indirect Beneficial Ownership (Instr.
4)
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Code |
V |
Amount |
(A) or (D) |
Price |
Common Stock |
08/14/2023 |
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A |
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1,734
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A |
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1,734 |
D |
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivative Security (Instr.
3)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date
(Month/Day/Year) |
3A. Deemed Execution Date, if any
(Month/Day/Year) |
4. Transaction Code (Instr.
8)
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5.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year) |
7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
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8. Price of Derivative Security (Instr.
5)
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9.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
4)
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10. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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11. Nature of Indirect Beneficial Ownership (Instr.
4)
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Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Explanation of Responses: |
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/s/ Jillian Tisdel, Attorney-in-Fact |
08/16/2023 |
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** Signature of Reporting Person |
Date |
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). |
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |
Exhibit 24
Limited Power of Attorney for Section 16
Reporting Obligations
With respect to holdings of and transactions in
securities issued by Skyward Specialty Insurance Group, Inc. (the “Company”), the undersigned hereby constitutes and
appoints the officers and/or employees of the Company listed on Schedule A attached hereto and as may be amended from time to time, or
any of them signing singly, with full power of substitution and resubstitution, to act as the undersigned’s true and lawful attorney-in-fact
to:
| 1. | Execute for and on behalf of the undersigned, Forms 3, 4, and 5 in accordance with Section 16 of
the Securities Exchange Act of 1934, as amended, 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 Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such
form with the United States Securities and Exchange Commission 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 the discretion of such attorney-in-fact. |
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 and resubstitution or revocation, hereby ratifying and confirming all that such attorney-in-fact,
or such attorney-in-facts 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 attorneys-in-fact,
in serving in such capacity at the request of the undersigned, are not assuming, nor is any Company assuming, any of the undersigned’s
responsibilities to comply with Section 16 of the Securities Exchange Act of 1934, as amended.
Additionally, I hereby revoke, terminate,
and make void all authorizations and/or designations of any individual as an attorney-in-fact executed prior to the date hereof to execute
and file on my behalf SEC Section 16 forms of the Company.
This Power of Attorney shall remain in full force
and effect until the undersigned is no longer required to file Forms 3, 4, and 5 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 Limited Power of Attorney to be executed as of this 10th day of August, 2023.
GENA ASHE
Before me, Thomas M. Sawyer,
Notary, on this day personally appeared Gena Ashe, known to me to be the person whose name is subscribed to the foregoing instrument
and acknowledged to me that he executed the same for the purposes and consideration therein expressed.
Given under my hand and seal
of office this 10th day of August, 2023.
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/s/ Thomas M. Sawyer |
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NOTARY PUBLIC |
Schedule A
Individuals Appointed as Attorney-in-Fact with
Full Power of Substitution and Resubstitution.
Exhibit 24
Limited Power of Attorney for Section 16
Reporting Obligations
With respect to holdings of and transactions in
securities issued by Skyward Specialty Insurance Group, Inc. (the “Company”), the undersigned hereby constitutes and
appoints the officers and/or employees of the Company listed on Schedule A attached hereto and as may be amended from time to time, or
any of them signing singly, with full power of substitution and resubstitution, to act as the undersigned’s true and lawful attorney-in-fact
to:
| 1. | Execute for and on behalf of the undersigned, Forms 3, 4, and 5 in accordance with Section 16 of
the Securities Exchange Act of 1934, as amended, 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 Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such
form with the United States Securities and Exchange Commission 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 the discretion of such attorney-in-fact. |
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 and resubstitution or revocation, hereby ratifying and confirming all that such attorney-in-fact,
or such attorney-in-facts 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 attorneys-in-fact,
in serving in such capacity at the request of the undersigned, are not assuming, nor is any Company assuming, any of the undersigned’s
responsibilities to comply with Section 16 of the Securities Exchange Act of 1934, as amended.
Additionally, I hereby revoke, terminate,
and make void all authorizations and/or designations of any individual as an attorney-in-fact executed prior to the date hereof to execute
and file on my behalf SEC Section 16 forms of the Company.
This Power of Attorney shall remain in full force
and effect until the undersigned is no longer required to file Forms 3, 4, and 5 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 Limited Power of Attorney to be executed as of this 10th day of August, 2023.
GENA ASHE
Before me, Thomas M. Sawyer,
Notary, on this day personally appeared Gena Ashe, known to me to be the person whose name is subscribed to the foregoing instrument
and acknowledged to me that he executed the same for the purposes and consideration therein expressed.
Given under my hand and seal
of office this 10th day of August, 2023.
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/s/ Thomas M. Sawyer |
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NOTARY PUBLIC |
Schedule A
Individuals Appointed as Attorney-in-Fact with
Full Power of Substitution and Resubstitution.
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