SC 13G/A 1 atlas13ga2dec312020.htm ATLAS FINANCIAL HOLDINGS, INC. SCHEDULE 13G AMENDMENT NO. 2

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO §240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO §240.13d-2(b)

(Amendment No. 2)*

ATLAS FINANCIAL HOLDINGS, INC.

(Name of Issuer)

Common, $0.003 par value per share

(Title of Class of Securities)

G06207115

(CUSIP Number)

December 31, 2020

(Date of Event Which Requires Filing of This Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☒	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).

(Continued on following page(s))

CUSIP No. G06207115

1	NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON American Financial Group, Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*		(a) ☐ (b) ☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America - Ohio
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 2,387,368⁽¹⁾
	6	SHARED VOTING POWER 0
	7	SOLE DISPOSITIVE POWER 2,387,368⁽¹⁾
	8	SHARED DISPOSITIVE POWER 0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,387,368⁽¹⁾
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*			☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 16.6%
12	TYPE OF REPORTING PERSON* HC

(1) See Item 4.

*SEE INSTRUCTIONS BEFORE FILLING OUT

Item 1(a)	Name of Issuer: Atlas Financial Holdings, Inc., a Cayman Islands corporation (the “Company”)
Item 1(b)	Address of Issuer's Principal Executive Office: 953 American Lane, 3rd Floor, Schaumburg, IL 60173
Item 2(a)	Name of Person Filing: American Financial Group, Inc. (“AFG”)
Item 2(b)	Address of Principal Business Office: Great American Insurance Group Tower 301 East Fourth Street Cincinnati,Ohio 45202
Item 2(c)	Citizenship: U.S.A. – Ohio
Item 2(d)	Title of Class of Securities: Common, $0.003 par value per share (the “Common Shares”)
Item 2(e)	CUSIP Number: G06207115
Item 3	If this Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b), check whether the Person Filing is a: (g) a parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
Item 4	Ownership: (a) See Item 9 of page 2. Represents warrants to purchase 2,387,368 Common Shares until June 10, 2024, under a Warrant Agreement dated June 10, 2019 (the “Warrant Agreement”), at an initial exercise price of $0.69 per share, with both the number of Common Shares subject to the Warrant Agreement and the exercise price subject to adjustment as set forth in the Warrant Agreement. (b) See Item 11 of page 2. (c) See Items 5-8 of page 2.
Item 5	Ownership of 5% or Less of a Class: N/A
Item 6	Ownership of More Than 5% on Behalf of Another Person: N/A
Item 7	Identification and Classification of the Subsidiary which Acquired the Security being Reported on by the Parent Holding Company: Great American Insurance Company (IC-Ohio)
Item 8	Identification and Classification of Members of the Group: N/A
Item 9	Notice of Dissolution of Group: N/A
Item 10	Certification: 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, other than activities solely in connection with a nomination under §240.14a-11.

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.

February 2,2021

American Financial Group, Inc.

By: /s/ Mark A. Weiss
Name: Mark A. Weiss
Title: Vice President

SEC Form SC 13G/A filed