fp0012859_sc13g.htm
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________

SCHEDULE 13G
(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)

(AMENDMENT NO. __)*
 
Atlas Financial Holdings Inc.
(Name of Issuer)

Ordinary shares, par value $0.003
(Title of Class of Securities)

G06207115
(CUSIP Number)

10/17/2014
(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 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
13G
Page 2 of 8 Pages

1
NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
 
Castle Union LLC
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a) [   ]
(b) [ X ]
3
SEC USE ONLY
 
 
  
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Illinois
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
 
0
  
6
SHARED VOTING POWER
 
733,500
  
7
SOLE DISPOSITIVE POWER
 
0
  
8
SHARED DISPOSITIVE POWER
 
733,500
  
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
733,500
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
 
 
 
[   ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
6.2% (1)
  
12
TYPE OF REPORTING PERSON
 
IA
  

(1) The amount ownership calculated is based upon an aggregate of 11,638,723 shares outstanding as reported by the issuer on its 10-Q filed 8/5/2014

 
 
 
 
CUSIP NO.                              G06207115
13G
Page 3 of 8 Pages

1
NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
 
Castle Union Partners LP
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a) [   ]
(b) [ X ]
3
SEC USE ONLY
 
 
  
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
 
0
  
6
SHARED VOTING POWER
 
95,877
  
7
SOLE DISPOSITIVE POWER
 
0
  
8
SHARED DISPOSITIVE POWER
 
95,877
  
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
95,877
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
 
 
 
[   ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
0.8% (1)
  
12
TYPE OF REPORTING PERSON
 
IA
  

(1) The amount ownership calculated is based upon an aggregate of 11,638,723 shares outstanding as reported by the issuer on its 10-Q filed 11/10/2014

 
 
 
 
CUSIP NO.                              G06207115
13G
Page 4 of 8 Pages

1
NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
 
Castle Union Partners II LP
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a) [   ]
(b) [ X ]
3
SEC USE ONLY
 
 
  
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
 
0
  
6
SHARED VOTING POWER
 
637,623
  
7
SOLE DISPOSITIVE POWER
 
0
  
8
SHARED DISPOSITIVE POWER
 
637,623
  
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
637,623
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
 
 
 
[   ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
5.5% (1)
  
12
TYPE OF REPORTING PERSON
 
IA
  

(1) The amount ownership calculated is based upon an aggregate of 11,638,723 shares outstanding as reported by the issuer on its 10-Q filed 11/10/2014

 
 
 
 
CUSIP NO.                              G06207115
13G
Page 5 of 8 Pages

Item 1.
(a)
Name of Issuer:

Atlas Financial Holdings Inc.

 
(b)
Address of Issuer’s Principal Executive Offices:

150 NW Point Boulevard, Elk Grove Village, IL 60007

Item 2.
(a)
Name of Person Filing:

Castle Union LLC

 
(b)
Address of Principal Business Office or, if None, Residence:

Castle Union LLC
676 N Michigan Ave, Suite 3605
Chicago, IL 60611

 
(c)
Citizenship:

Castle Union LLC is an Illinois corporation
Castle Union Partners LP is a Delaware limited partnership
Castle Union Partner II LP is a Delaware limited partnership

 
(d)
Title of Class of Securities:

Ordinary shares, par value $0.003

 
(e)
CUSIP Number:

G06207115

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).
 
 
 
 
 
CUSIP NO.                              G06207115
13G
Page 6 of 8 Pages

Item 4.
Ownership.

   
Castle Union LLC
(a)
Amount beneficially owned:
733,500
(b)
Percent of class:
6.2%
(c)
Number of shares as to which the person has:
  
 
(i)
Sole power to vote or to direct the vote:
0
 
(ii)
Shared power to vote or to direct the vote:
733,500
 
(iii)
Sole power to dispose or to direct the disposition of:
0
 
(iv)
Shared power to dispose or to direct the disposition of:
733,500

   
Castle Union
Partners LP
(a)
Amount beneficially owned:
95,877
(b)
Percent of class:
0.4%
(c)
Number of shares as to which the person has:
  
 
(i)
Sole power to vote or to direct the vote:
0
 
(ii)
Shared power to vote or to direct the vote:
95,877
 
(iii)
Sole power to dispose or to direct the disposition of:
0
 
(iv)
Shared power to dispose or to direct the disposition of:
95,877

   
Castle Union
Partners II LP
(a)
Amount beneficially owned:
637,623
(b)
Percent of class:
5.5%
(c)
Number of shares as to which the person has:
  
 
(i)
Sole power to vote or to direct the vote:
0
 
(ii)
Shared power to vote or to direct the vote:
637,623
 
(iii)
Sole power to dispose or to direct the disposition of:
0
 
(iv)
Shared power to dispose or to direct the disposition of:
637,623

 
 
 
 
CUSIP NO.                              G06207115
13G
Page 7 of 8 Pages
 
Item 5.
Ownership of Five Percent or Less of a Class.

N/A

Item 6. 
Ownership of More than Five Percent 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 or Control Person.

N/A

Item 8.
Identification and Classification of Members of the Group.

N/A

Item 9.
Notice of Dissolution of Group.

N/A
 
 
 
 

CUSIP NO.                              G06207115
13G
Page 8 of 8 Pages

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.

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.

 
Company Name
     
 
By:
/s/ Stephen White
 
Name:
Stephen White
 
Title:
Managing Partner
     
 
Date:
10/20/2014