Amended Statement of Beneficial Ownership (sc 13d/a)
06 Gennaio 2023 - 8:16PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Amendment
No. 3
Under
the Securities Exchange Act of 1934
Kingstone
Companies, Inc.
(Name
of Issuer)
Common
Stock
(Title
of Class of Securities)
496719105
(CUSIP
Number)
January 4, 2023
(Date
of Event Which Requires Filing of this Statement)
Gregory Fortunoff |
|
Scott Fortunoff |
49 West 37th Street, New York, NY 10018 |
|
49 West 37th Street, New York, NY 10018 |
Copy
to:
David
Selengut, Esq.
Ellenoff
Grossman & Schole LLP.
1345
Sixth Avenue, 11th Floor
New
York, New York 10017
(212)
370-1300
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D,
and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐
CUSIP
No. 496719105
1. |
NAMES
OF REPORTING PERSONS
Gregory
Fortunoff |
|
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
066-60-5668 |
2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☒ (b)
☐ |
3. |
SEC USE ONLY
|
4. |
SOURCE
OF FUNDS*
PF |
5. |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐ |
6. |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States |
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH |
7. |
SOLE VOTING
POWER
602,100 |
8. |
SHARED
VOTING POWER
151,500 |
9. |
SOLE DISPOSITIVE
POWER
602,100 |
10. |
SHARED
DISPOSITIVE POWER
151,500 |
11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
753,600 |
12. |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.1% |
14. |
TYPE OF
REPORTING PERSON
IN |
CUSIP No.
496719105
1. |
NAMES OF
REPORTING PERSONS
Scott Fortunoff |
|
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
066-60-4126 |
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☒ (b) ☐ |
3. |
SEC USE ONLY
|
4. |
SOURCE
OF FUNDS*
PF |
5. |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐ |
6. |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States |
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH |
7. |
SOLE
VOTING POWER
217,000 |
8. |
SHARED
VOTING POWER
151,500 |
9. |
SOLE
DISPOSITIVE POWER
217,000 |
10. |
SHARED
DISPOSITIVE POWER
151,500 |
11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
368,500 |
12. |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
13. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.4% |
14. |
TYPE
OF REPORTING PERSON
IN
|
Item 1.
Security and Issuer.
| (a) | Name
of Issuer |
| | Kingstone
Companies, Inc. |
| (b) | Address
of Issuer’s Principal Executive Offices |
| | 15
Joys Lane, |
| | Kingston,
New York 12401 |
Item 2.
Identity and Background.
| (a) | Name
of Person Filing |
| | This
schedule is filed on behalf of Gregory Fortunoff and Scott Fortunoff |
| (b) | Address
of Principal Business Office or, if None, Residence |
| | 49
West 37th Street |
| | New
York, NY 10018 |
| (c) | Citizenship |
| | United
States |
| (d) | Title
of Class of Securities |
| | Common
Stock |
| (e) | CUSIP
Number |
| | 496719105 |
Item 3.
Source and Amount of Funds or Other Consideration.
Personal
funds.
Item 4.
Purpose of Transaction.
On January 4, 2023, Mr. Gregory Fortunoff submitted a letter to the
Directors of the Issuer. This letter is appended hereto as Exhibit 1.
Except as set forth above, the reporting
persons have no present plans or proposals which relate to or would result in:
| (a) | The
acquisition by any person of additional securities of the issuer, or the disposition of securities of the issuer; |
| (b) | An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the issuer or any of its subsidiaries; |
| (c) | A
sale or transfer of a material amount of assets of the issuer or of any of its subsidiaries; |
| (d) | Any
change in the present board of directors or management of the issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board; |
| (e) | Any
material change in the present capitalization or dividend policy of the issuer; |
| (f) | Any
other material change in the issuer’s business or corporate structure, including but not limited to, if the issuer is a registered closed-end
investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by Section 13 of
the Investment Company Act of 1940; |
| (g) | Changes
in the issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of
the issuer by any person; Causing a class of securities of the issuer to be delisted from a national securities exchange or to cease
to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; |
| (h) | A
class of equity securities of the issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or |
| (i) | Any
action similar to any of those enumerated above. |
Item
5. Interest in Securities of the Issuer.
The
information required by Items 5(a)-(b), as of the date hereof, is set forth in Rows 5-11 of the cover page hereto for the Reporting Persons
and is incorporated herein by reference.
| (c) | In
the past 30 days, Gregory Fortunoff purchased 34,100 shares in the open market at prices between $1.00 and $1.46 per share. In the past
30 days, Scott Fortunoff purchased 6,000 shares at $1.00 per share. In the past 30 days, an entity owned by Gregory and Scott Fortunoff
purchased 70,840 shares in the open market at prices between $1.00 and $1.55 per share. |
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
None.
Item 7.
Material to Be Filed as Exhibits:
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.
Dated: January 6, 2023 |
|
|
|
|
/s/ Gregory Fortunoff |
|
Gregory Fortunoff |
|
|
|
/s/ Scott Fortunoff |
|
Scott Fortunoff |
6
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