CUSIP No: 59100U108
|
Page 2 of 15 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
PHILDELPHIA FINANCIAL MANAGEMENT OF SAN FRANCISCO, LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
WC
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
California
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
546,117
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
546,117
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
546,117
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
6.7%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON
|
|
|
||
IA
|
|
|
|||
|
|
CUSIP No: 59100U108
|
Page 3 of 15 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
BOATHOUSE ROW I, L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
WC
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
187,629
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
187,629
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
187,629
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
2.3%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON
|
|
|
||
PN
|
|
|
|||
|
|
CUSIP No: 59100U108
|
Page 4 of 15 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
BOATHOUSE ROW II, L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
WC
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
59,478
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
59,478
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
59,478
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
0.7%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON
|
|
|
||
PN
|
|
|
|||
|
|
CUSIP No: 59100U108
|
Page 5 of 15 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
BOATHOUSE ROW OFFSHORE LTD.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
WC
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Cayman Islands
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
217,370
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
217,370
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
217,370
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
2.7%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON
|
|
|
||
CO
|
|
|
|||
|
|
CUSIP No: 59100U108
|
Page 6 of 15 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
OC 532 OFFSHORE FUND, LTD.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
WC
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Cayman Islands
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
81,640
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
81,640
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
81,640
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
1.0%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON
|
|
|
||
CO
|
|
|
|||
|
|
CUSIP No: 59100U108
|
Page 7 of 15 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
JORDAN HYMOWITZ
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
AF
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
United States of America
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
546,117
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
546,117
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
546,117
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
6.7%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON
|
|
|
||
IN, HC
|
|
|
|||
|
|
|
Page 8 of 15 Pages
|
Item 1. | Security and Issuer |
Item 2. | Identity and Background |
|
Page 9 of 15 Pages
|
Item 3. | Source and Amount of Funds or Other Consideration |
Item 4. | Purpose of Transaction |
|
Page 10 of 15 Pages
|
Item 5. | Interest in Securities of the Issuer |
|
Page 11 of 15 Pages
|
Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
Item 7. | Material to be Filed as Exhibits. |
|
Page 12 of 15 Pages
|
PHILADELPHIA FINANCIAL MANAGEMENT OF SAN FRANCISCO, LLC
|
|||
|
By:
|
/s/ Rachael Clarke | |
Name: Rachael Clarke
|
|||
Title: Chief Compliance Officer
|
|||
BOATHOUSE ROW I, L.P.
|
|||
By:
|
/s/ Philadelphia Financial Management of San Francisco, LLC, its General Partner
|
||
|
By:
|
/s/ Rachael Clarke | |
Name: Rachael Clarke
|
|||
Title: Chief Compliance Officer of Philadelphia Financial Management of San Francisco, LLC
|
|||
BOATHOUSE ROW II, L.P.
|
|||
By:
|
/s/ Philadelphia Financial Management of San Francisco, LLC, its General Partner
|
||
|
By:
|
/s/ Rachael Clarke | |
Name: Rachael Clarke
|
|||
Title: Chief Compliance Officer of Philadelphia Financial Management of San Francisco, LLC
|
|||
BOATHOUSE ROW OFFSHORE LTD.
|
|||
|
By:
|
/s/ Rachael Clarke | |
Name: Rachael Clarke
|
|||
Title: Director
|
|||
OC 532 OFFSHORE FUND, LTD.
|
|||
|
By:
|
/s/ Rachael Clarke | |
Name: Rachael Clarke
|
|||
Title: Director
|
|||
JORDAN HYMOWITZ
|
|||
|
/s/ Jordan Hymowitz | ||
|
|||
|
|||
|
Page 13 of 15 Pages
|
PHILADELPHIA FINANCIAL MANAGEMENT OF SAN FRANCISCO, LLC
|
|||
|
By:
|
/s/ Rachael Clarke | |
Name: Rachael Clarke
|
|||
Title: Chief Compliance Officer
|
|||
BOATHOUSE ROW I, L.P.
|
|||
By:
|
/s/ Philadelphia Financial Management of San Francisco, LLC, its General Partner
|
||
|
By:
|
/s/ Rachael Clarke | |
Name: Rachael Clarke
|
|||
Title: Chief Compliance Officer of Philadelphia Financial Management of San Francisco, LLC
|
|||
BOATHOUSE ROW II, L.P.
|
|||
By:
|
/s/ Philadelphia Financial Management of San Francisco, LLC, its General Partner
|
||
|
By:
|
/s/ Rachael Clarke | |
Name: Rachael Clarke
|
|||
Title: Chief Compliance Officer of Philadelphia Financial Management of San Francisco, LLC
|
|||
BOATHOUSE ROW OFFSHORE LTD.
|
|||
|
By:
|
/s/ Rachael Clarke | |
Name: Rachael Clarke
|
|||
Title: Director
|
|||
OC 532 OFFSHORE FUND, LTD.
|
|||
|
By:
|
/s/ Rachael Clarke | |
Name: Rachael Clarke
|
|||
Title: Director
|
|||
JORDAN HYMOWITZ
|
|||
|
/s/ Jordan Hymowitz | ||
|
|||
|
|||
|
Page 14 of 15 Pages
|
Name
|
Title or Relationship
with Reporting Person
|
Principal Occupation
or Employment
|
Citizenship or
Jurisdiction of
Organization
|
Principal Place of
Business
|
Jordan Hymowitz
|
Managing Member
|
Investment
Management
|
United States
|
(1)
|
|
|
|
|
|
Name
|
Title or Relationship
with Fund
|
Principal Occupation
or Employment
|
Citizenship or
Jurisdiction of
Organization
|
Principal Place of
Business
|
Philadelphia Financial Management of San Francisco, LLC
|
General Partner
|
Investment
Management
|
California
|
(1)
|
Name
|
Title or Relationship
with Fund
|
Principal Occupation
or Employment
|
Citizenship or
Jurisdiction of
Organization
|
Principal Place of
Business
|
Philadelphia Financial Management of San Francisco, LLC
|
General Partner
|
Investment
Management
|
California
|
(1)
|
Name
|
Title or Relationship
with Fund
|
Principal Occupation
or Employment
|
Citizenship or
Jurisdiction of
Organization
|
Principal Place of
Business
|
Philadelphia Financial Management of San Francisco, LLC
|
Investment Adviser
|
Investment
Management
|
California
|
(1)
|
Rachael Clarke
|
Director
|
Chief Compliance
Officer of Philadelphia
Financial Management
of San Francisco, LLC
|
United States
|
(1)
|
Geoff Ruddick
|
Director
|
Professional Director
|
Cayman Islands
|
(1)
|
Ebony Myles-Berry
|
Director
|
Professional Director
|
Cayman Islands
|
(1)
|
|
Page 15 of 15 Pages
|
Name
|
Title or Relationship
with Fund
|
Principal Occupation
or Employment
|
Citizenship or
Jurisdiction of
Organization
|
Principal Place of
Business
|
Philadelphia Financial Management of San Francisco, LLC
|
Investment Adviser
|
Investment
Management
|
California
|
(1)
|
Rachael Clarke
|
Director
|
Chief Compliance
Officer of Philadelphia
Financial Management
of San Francisco, LLC
|
United States
|
(1)
|
Michael Levin
|
Director
|
VP of Investment
Operations and Co-
Head of Operational
Due Diligence at
PAACMO
|
United States
|
19540 Jamboree Road,
Suite 400, Irvine,
California 92612
|
Carlos Ferreira
|
Director
|
Head of Investment
Operations at
PAACMO
|
Canada
|
19540 Jamboree Road,
Suite 400, Irvine,
California 92612
|