UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~ SECTION 13 orOR 15(d)

ofOF ~~the~~THE ~~Securities~~SECURITIES ~~Exchange~~EXCHANGE ~~Act~~ACT ofOF 1934

Date of Report (~~date~~Date of earliest event reported): ~~October 29~~December 1, 2020

NATIONAL GENERAL HOLDINGS CORP.

(Exact ~~name~~Name of ~~registrant~~Registrant as ~~specified~~Specified in its ~~charter~~Charter)

Delaware

001-36311

27-1046208

~~001-36311~~

~~27-1046208~~

(State or other jurisdictionof incorporation or organization)

(CommissionFile Number)

(I.R.S. EmployerIdentification Number)

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

59 Maiden Lane, 38th Floor

New York, New York 10038

(Address of ~~principal~~Principal ~~executive~~Executive ~~offices~~Offices) (~~zip~~Zip ~~code~~Code)

(212) 380-9500

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock, par value $0.01 per share	NGHC	The Nasdaq Stock Market LLC
7.50% Non-Cumulative Preferred Stock, Series A	NGHCP	The Nasdaq Stock Market LLC
Depositary Shares, Representing 1/40th of a Share of 7.50% Non-Cumulative Preferred Stock, Series B	NGHCO	The Nasdaq Stock Market LLC
Depositary Shares, Representing 1/40th of a Share of 7.50% Non-Cumulative Preferred Stock, Series C	NGHCN	The Nasdaq Stock Market LLC
7.625% Subordinated Notes due 2055	NGHCZ	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging ~~Growth~~growth ~~Company~~ company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 27.0201. ~~Results~~Regulation ofFD ~~Operations and Financial Condition.~~Disclosure

OnAs ~~October~~previously 29disclosed, on July 7, 2020, National General Holdings Corp., a Delaware corporation (the “Company”), ~~issued~~The Allstate Corporation, a ~~press~~Delaware ~~release~~corporation ~~announcing~~(“Parent”), ~~its~~and ~~results~~Bluebird ofAcquisition ~~operations~~Corp, ~~for~~a ~~the~~Delaware ~~quarter~~corporation ~~ended~~and ~~September~~an ~~30,~~indirect ~~2020.~~wholly Aowned ~~copy~~subsidiary of ~~the~~Parent ~~press~~(“Merger ~~release~~Sub”), isentered ~~attached~~into ~~hereto~~an asAgreement ~~Exhibit~~and ~~99.1~~Plan ~~and~~of isMerger, ~~incorporated~~pursuant ~~herein~~to bywhich ~~reference.~~Merger ~~The~~Sub ~~press~~will ~~release~~be ismerged ~~furnished~~with and ~~not~~into ~~filed~~the ~~pursuant~~Company to(the ~~Instruction~~“Merger”), ~~B.2~~with ofthe ~~Form~~Company ~~8-K~~surviving the Merger as a wholly owned subsidiary of Parent.

~~Item~~Applications 9or notifications in connection with the Merger or the changes in control of various subsidiaries of the Company that may be deemed to occur as a result of the Merger have been filed with various U.01S. ~~Financial~~state ~~Statements~~insurance ~~And~~regulatory ~~Exhibits~~authorities. If all insurance regulatory approvals are obtained by the end of December 2020, the parties anticipate the transaction will close on or about January 4, 2021, subject to other customary closing conditions. However, there can be no assurance all such insurance regulatory approvals will be obtained by the end of December 2020. If such insurance regulatory approvals are not obtained by such date, as previously disclosed, the transaction is expected to close in early 2021, subject to customary closing conditions (including receipt of such insurance regulatory approvals).

~~(d)~~Forward ~~Exhibits.~~Looking Statements

Exhibit Number						Description
99.1						Press Release dated October 29, 2020
104						The Cover Page from the Company’s Current Report on Form 8-K dated October 29, 2020, formatted in Inline XBRL.

This current report on Form 8-K contains “forward-looking statements” that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The forward-looking statements are based on the Company’s current expectations and beliefs concerning future developments and their potential effects on the Company. Forward-looking statements can generally be identified by the use of forward-looking terminology, such as “may,” “will,” “plan,” “expect,” “project,” “intend,” “estimate,” “anticipate” and “believe” or their variations or similar terminology. There can be no assurance that actual developments will be those anticipated by the Company. Actual results may differ materially from those expressed or implied in these statements as a result of significant risks and uncertainties, including, but not limited to, the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement and the failure to satisfy conditions to completion of the proposed Merger. The forward-looking statements contained in this current report on Form 8-K are made only as of the date of this current report on Form 8-K. The Company undertakes no obligation to publicly update any forward-looking statement except as may be required by law. Additional information about these risks and uncertainties, as well as others that may cause actual results to differ materially from those projected is contained in the Company’s filings with the Securities and Exchange Commission.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

NATIONAL GENERAL HOLDINGS CORP.

Date: October 29, 2020

By:

/s/ Jeffrey Weissmann

Jeffrey Weissmann

General Counsel and Secretary

Date: December 1, 2020


NATIONAL GENERAL HOLDINGS CORP.

By:		/s/ Jeffrey Weissmann
Name: Title:		Jeffrey Weissmann General Counsel and Secretary

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