UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Skyward Specialty Insurance Group, Inc.
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
830940102
(CUSIP Number)
September 30, 2024
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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☐ |
Rule 13d-1(b) |
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☒ |
Rule 13d-1(c) |
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☐ |
Rule 13d-1(d) |
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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. 830940102 |
Page 2 of 4 |
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1. |
Name of reporting persons
James Charles Hays |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
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3. |
SEC USE ONLY
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4. |
Citizenship or Place of Organization
U.S.A. |
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Number of Shares Beneficially Owned by Each Reporting Person With: |
5. |
Sole Voting Power
2,809,269 |
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6. |
Shared Voting Power
0 |
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7. |
Sole Dispositive Power
2,809,269 |
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8. |
Shared Dispositive Power
0 |
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,809,269 |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
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11. |
Percent of Class Represented by Amount in Row (9)
7.0% (1) |
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12. |
Type of Reporting Person (See Instructions)
IN |
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(1) |
This percentage is calculated based upon 40,096,132 shares outstanding as of August 2, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 8, 2024. |
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CUSIP No. 830940102 |
Page 3 of 4 |
Item 1.
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(a) |
Name of Issuer |
Skyward Specialty Insurance Group, Inc.
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(b) |
Address of Issuer’s Principal Executive Offices |
800 Gessner Road, Suite 600
Houston, Texas 77024-4284
Item 2.
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(a) |
Name of Person Filing |
James Charles Hays
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(b) |
Address of Principal Business Office or, if none, Residence |
800 Gessner, Suite 600,
Houston, Texas 77024
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(c) |
Citizenship |
United States
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(d) |
Title of Class of Securities |
Common Stock, par value $0.01 per share
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(e) |
CUSIP Number |
830940102
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Item 3. |
If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a: |
Not applicable
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Item 4. |
Ownership |
See Cover Page, Items 5 through 11.
Consists of: (i) 27,618 shares of common stock held directly, (ii) 1,975,851 shares of common stock held by Jwayne LLC, and (iii) 805,800 shares of common stock held by Marquis Lafayette LLC. Mr. Hays serves as the controlling member for Jwayne LLC and Marquis Lafayette LLC.
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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 five percent of the class of securities, check the following ☐.
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Item 6. |
Ownership of More than Five Percent on Behalf of Another Person |
Not Applicable
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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
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Item 8. |
Identification and Classification of Members of the Group |
Not Applicable
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Item 9. |
Notice of Dissolution of a Group |
Not Applicable
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CUSIP No. 830940102 |
Page 4 of 4 |
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Item 10. |
Certification |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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.
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.
SIGNATURE
Dated: November 12, 2024
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/s/ James Charles Hays |
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James Charles Hays |