TWO FORM on 6/10/2019 filed SC 13G/A UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No.4)*
Atlas Financial Holdings, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
G06207115
(CUSIP Number)
05/31/2019
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[X] Rule 13d-1(b)
[_] Rule 13d-1(c)
[_] Rule 13d-1(d)
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).
CUSIP No. G06207115
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only).
Ariel Investments, LLC
# 02-0712418.
2. Check the Appropriate Box if a Member of a Group (See
Instructions) (a)[_]
(b)[_]
Not Applicable
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware Limited Liability Company
Number of
Shares Beneficially Owned By
Each Reporting Person With
5. Sole Voting Power
Ariel: 0
6. Shared Voting Power
Ariel: 0
7. Sole Dispositive Power
Ariel: 0
8. Shared Dispositive Power
Ariel: 0
9. Aggregate Amount Beneficially Owned by Each Reporting Person
Ariel: 0
10. Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions) [_]
Not Applicable
11. Percent of Class Represented by Amount in Row (9)
Ariel: 0/11,961,902=0.0%
12. Type of Reporting Person (See
Instructions)
Ariel - IA
Item 1.
(a) Name of Issuer
(b) Address of Issuer's Principal Executive Offices
Item 2.
(a) Name of Person Filing
Ariel Investments, LLC
(b) Address of Principal Business Office, or if none, Residence
200 E. Randolph Street, Suite 2900, Chicago, IL 60601
(c) Citizenship
a Delaware Limited Liability Company
(d) Title of Class of Securities
Common Stock
(e) CUSIP Number
G06207115
Item 3. If this statement is filed pursuant to sections 240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(a) [_] Broker or dealer registered under section 15 of the Act (15
U.S.C. 78o).
(b) [_] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) [_] Insurance company as defined in section 3(a)(19) of the
Act(15 U.S.C. 78c).
(d) [_] Investment company registered under
section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) [X] An investment adviser in accordance with section
240.13d-1(b)(1)(ii)(E);
(f) [_] An employee benefit plan or endowment fund in accordance with
Section240.13d-1(b)(1)(ii)(F);
(g) [_] A parent holding company or control person in accordance with
Section240.13d-1(b)(1)(ii)(G);
(h) [_] A savings associations as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
(i) [_] A church plan that is excluded from the definition of an investment
company under section 3(c)(14) of the Investment Company Act of 1940
(15 U.S.C. 80a-3);
(j) [_] Group, in accordance with section 240.13d-1(b)(1)(ii)(J).
Item 4. Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
(See Page 1, No. 9)
(b) Percent of class:
(See Page 2, No. 11)
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
(See Page 1, No. 5)
(ii) Shared power to vote or to direct the vote
(See Page 1, No. 6)
(iii) Sole power to dispose or to direct the disposition of
(See Page 1, No. 7)
(iv) Shared power to dispose or to direct the disposition of
(See Page 1, No. 8)
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 [X].
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Ariel Investments, LLC's adviser clients have the right to receive
or the power to direct the receipt of dividends from, or the proceeds from the
sale of, all securities reported upon this Schedule. None of Ariel
Investments, LLC's clients have an economic interest in more than 5% of the
subject securities reported upon this Schedule.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company.
Not Applicable
Item 8. Identification and Classification of Members of the Group.
Not Applicable
Item 9. Notice of Dissolution of Group.
Not Applicable
Item 10. Certifications.
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired and are held in the ordinary
course of business and 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.
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.
Ariel Investments, LLC
By: /s/ James R. Prescott
________________________________
James R. Prescott
Vice President, Compliance
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is
signed on behalf of a person by his authorized representative other than an
executive officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed
with the statement, provided, however, that a power of attorney for this
purpose which is already on file with the Commission may be incorporated by
reference. The name and any title of each person who signs the statement
shall be typed or printed beneath his signature.
NOTE: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See section 240.13d-7
for other parties for whom copies are to be sent.
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001)
second here
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G/A
Amendment No. 1
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
Atlas Financial Holdings, Inc.
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
--------------------------------------------------------------------------------
(Title of Class of Securities)
G06207115
--------------------------------------------------------------------------------
(CUSIP Number)
May 31, 2019
--------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[X] Rule 13d-1(b)
[_] Rule 13d-1(c)
[_] Rule 13d-1(d)
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Tieton Capital Management 20-2956186
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Washington
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%
12. TYPE OF REPORTING PERSON
IA
Item 1(a). Name of Issuer:
Atlas Financial Holdings, Inc.
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Item 1(b). Address of Issuer's Principal Executive Offices:
953 American Lane, 3rd Floor
Schaumburg, IL 60173
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Item 2(a). Name of Person Filing:
Tieton Capital Management
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Item 2(b). Address of Principal Business Office, or if None, Residence:
Tieton Capital Management
4700 Tieton Drive, Suite C
Yakima, WA 98908
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Item 2(c). Citizenship:
Tieton Capital Management - Washington Limited Liability Corp.
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Item 2(d). Title of Class of Securities:
Common Stock
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Item 2(e). CUSIP Number:
G06207115
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Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b)
or (c), Check Whether the Person Filing is a:
(a) [_] Broker or dealer registered under Section 15 of the Exchange Act.
(b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) [_] Insurance company as defined in Section 3(a)(19) of the Exchange
Act.
(d) [_] Investment company registered under Section 8 of the Investment
Company Act.
(e) [X] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f) [_] An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
(g) [_] A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
(h) [_] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act;
(i) [_] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act;
(j) [_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Item 4. Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
Tieton Capital Management - 0 shares
-----------------------------------------------------------------------
(b) Percent of class:
Tieton Capital Management - 0.0%
-----------------------------------------------------------------------
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
Tieton Capital Management - 0
-----------------------------------------------------------------
(ii) Shared power to vote or to direct the vote
Tieton Capital Management - 0
-----------------------------------------------------------------
(iii) Sole power to dispose or to direct the disposition of
Tieton Capital Management - 0
-----------------------------------------------------------------
(iv) Shared power to dispose or to direct the disposition of
Tieton Capital Management - 0
-----------------------------------------------------------------
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.
Tieton Capital Management is a registered investment adviser whose
clients have the right to receive or the power to direct the receipt
of dividends from, or the proceeds from the sale of, the shares.
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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 Group.
Not applicable
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Item 10. Certifications.
By signing below the Reporting Persons certify that, to the best of their
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 such purpose or
effect.
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.
June 10, 2019
Tieton Capital Management
By: /s/ William J. Dezellem, CFA
Name: William J. Dezellem, CFA
Title: Chief Investment Officer &
President
