United States
Securities and Exchange Commission
Washington DC 20549
Schedule 13D/A
Amendment No.5
Under the Securities and Exchange Act of 1934
Hallmark Financial Services, Inc
(Name of Issuer)
Common Stock $.03 par value
Title of Class of Securities
40624Q203
(CUSIP Number)
Thomas G. Berlin
Berlin Financial,Ltd.
1325 Carnegie Ave, Cleveland, OH 44115
(216) 479.0400
Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
December 10, 2007
(Date of Event Which Requires Filing of this Statement)
If this filing person has previously filed a statement on
Schedule 13G to report this acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-1(b) (3)
or (4), check the following box / /.
Note: Six copies of this statement, including all exhibits should be
filed with the Commission. See Rule 13d-1 (a) for other parties to
whom copies are to be sent.
*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 to the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures provided
in a prior cover page.
The information required on 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).
1 Name of Reporting Person Thomas G. Berlin
2 If a member group a) / /
b) / /
3 SEC Use only
4 Source of Funds PF, AF
5 Check if Disclosure
6 Citizenship USA
Number of Shares 7 Sole Voting 664,212
Beneficially
Owned By Each 8 Shared Voting 319,289
Reporting Person
With 9 Sole Dispositive 664,212
10 Shared Dispositive 319,289
11 Aggregate Amount Beneficially owned 983,501
12 Check if Aggregate Amount (11) Excludes Certain Shares
13 Percent of Class Represented by amount in row (11) 4.74%
14 Type of Reporting Person IN, IA
Item 1. Security and Issuer
The name of the issuer is Hallmark Financial Services, Inc.,
a Nevada corporation (the "Issuer"), which has its principal
executive offices at 14651 Dallas Parkway, Suite 900, Dallas, Texas.
The title of the securities to which this Statement relates is the
Issuer's Common Stock, par value $0.03 per share (the "Shares").
Item 2. Identity and Background.
(a) The name of the Reporting Person is Thomas G. Berlin.
(b) The Reporting Person's residence address is 460 Arborview,
Venice, FL 34293.
(c) The Reporting Person's occupation is managing member of
investment adviser; Berlin Financial, Ltd., a registered investment
adviser. The principal address of Berlin Financial, Ltd. is
1325 Carnegie Ave, Cleveland, OH 44115.
(d)-(e) During the last five years, the Reporting Person has not been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) nor has he been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction as a
result of which he was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating
activities subject to, Federal or State securities laws or finding any
violation of such laws.
(f) The Reporting Person is a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration.
NOTE: Share quantities have been changed to reflect the execution of
the reverse stock split of the Issuer effective July 31, 2006.
The Capital Shares (as defined in Item 5) were purchased using
funds of Berlin Capital Growth, L.P., an Ohio limited partnership
("BCG"). The Reporting Person is the managing member of Berlin
Financial, Ltd., the investment adviser for and the General Partner of
BCG.
The Privately Managed Shares (as defined in Item 5) were
purchased using funds of each respective privately managed account
("PMA") owner. The Reporting Person is the managing member of Berlin
Financial, Ltd., the investment adviser for the PMAs.
Item 4. Purpose of Transaction.
The Reporting Person purchased and sold the Capital Shares (as
defined in Item 5) in his capacity as the managing member of Berlin
Financial, Ltd., the investment adviser of BCG. The Capital Shares (as
defined in Item 5) were purchased and sold for the account of BCG and
were purchased and sold solely for investment purposes.
The Reporting Person purchased and sold the Privately Managed
Shares (as defined in Item 5) in his capacity as the managing member of
Berlin Financial, Ltd., the investment adviser for the PMAs. The
Privately Managed Shares (as defined in Item 5) were purchased and
sold solely for investment purposes.
(a) The Reporting Person may acquire additional Shares or, in
compliance with applicable securities laws, may dispose of any
additional shares and/or the Berlin Shares at any time in the open
market or otherwise.
(b)-(j) Not applicable
Item 5. Interest in Securities of the Issuer
NOTE: Share quantities have been changed to reflect the execution of
the reverse stock split effective July 31, 2006.
(a) The Reporting Person has beneficial ownership of 983,501
Shares (the "Berlin Shares"). The aggregate amount controlled by the
Reporting Person is 983,501 shares and constitutes 4.74% of shares
outstanding as of the Issuer's most recent available filing.
(b)
Shares Percentage
Sole Voting Power 664,212 3.20%
Shared Voting Power 319,289 1.54%
Sole Dispositive Power 664,212 3.20%
Shared Dispositive Power 319,289 1.54%
The Reporting Person has sole power to vote or to direct the
vote or to dispose or direct the disposition of 983,501 Shares,
consisting of 664,212 Shares held in the Reporting Person's IRA (the
"TGB Shares") and 53,434 Shares held by BCG (the "Capital Shares") and
9,500 held by BI (the "Income Shares").
The address of BCG is 1325 Carnegie Avenue, Cleveland, OH 44115
and the address of each PMA is Berlin Financial, Ltd., 1325 Carnegie
Avenue, Cleveland, OH 44115 c/o the Reporting Person. There are no
proceedings required to be disclosed with respect to any person sharing
beneficial ownership with the Reporting Person.
The Reporting Person and his spouse, Joy R. Berlin, have the
shared power to vote or direct the vote or to dispose or to direct the
disposition of 55,412 Shares (the "JRB Shares"). Joy R. Berlin's
residence is 460 Arborview, Venice, FL 34293. Joy R. Berlin is not
currently employed.
During the last five years, Joy R. Berlin has not been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors) nor has she been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction as a result
of which she was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, Federal or State securities laws or finding any violation
of such laws.
The Reporting Person and Berlin Family Educational Foundation,
have the shared power to vote or direct the vote or to dispose or to
direct the disposition of 70,000 Shares (the "BFF Shares"). Berlin
Family Educational Foundation's business address is 17181 Curry Lane,
Auburn, OH 44023.
The Reporting Person and the individual owners of each PMA have
the shared power to vote or direct the vote or to dispose or to direct
the disposition of 193,877 Shares (the "Privately Managed Shares")
held in the PMAs.
(c) On the following dates, the Reporting Person purchased and/or
sold the following numbers of shares for the prices per share set forth
below. Each such purchase or sale occurred through a customary broker
transaction.
Capital Shares
Date Shares Price Per Share Sold or Bought
01/03/07 2500 9.93 S
01/09/07 200 10.08 S
01/10/07 2500 10.08 S
01/18/07 1500 10.38 S
02/01/07 2500 10.23 S
02/08/07 5100 10.46 S
02/09/07 2500 10.80 S
02/20/07 1735 11.20 S
03/02/07 1800 11.26 S
03/05/07 793 11.26 S
03/06/07 2500 11.30 S
03/08/07 5000 11.555 S
03/09/07 2500 11.81 S
03/13/07 2900 11.46 B
03/14/07 600 11.35 B
03/15/07 7300 11.8751 S
04/09/07 5000 12.33 S
04/10/07 1192 12.61 S
04/11/07 3337 12.0470 B
04/13/07 100 12.30 B
04/16/07 3200 12.30 B
07/10/07 3000 12.5114 B
07/11/07 25 12.50 B
07/13/07 2446 12.50 B
07/16/07 7150 12.3096 B
07/17/07 3000 12.7190 S
07/18/07 2500 12.9532 S
07/20/07 1449 12.50 B
07/30/07 5720 11.8982 B
07/31/07 5000 12.34 S
08/02/07 676 12.40 S
08/03/07 3135 12.0123 B
08/07/07 6000 11.4163 B
08/06/07 389 11.80 B
08/06/07 793 12.2138 S
08/08/07 10000 10.26 B
08/09/07 20000 10.5698 B
08/10/07 6000 10.075 B
08/13/07 4500 11.0678 S
08/14/07 1942 11.30 S
08/15/07 1900 11.30 S
08/17/07 5480 11.3923 S
08/20/07 5000 12.3191 S
08/21/07 2000 11.86 B
08/21/07 2152 12.3604 S
08/22/07 2000 12.2225 S
08/23/07 61 12.35 S
08/24/07 109 12.35 S
Privately Managed Shares
Date Shares Price Per Share Sold or Bought
02/15/2007 2500 10.968 S
02/28/2007 653 11.05 B
03/08/2007 257 11.80 S
03/27/2007 1847 12.03 B
04/12/2007 7500 12.60 S
04/12/2007 2000 12.68 S
04/17/2007 2500 12.62 S
04/17/2007 10000 12.61 S
04/26/2007 100 12.65 S
04/26/2007 4800 12.60 S
05/10/2007 8700 12.7214 S
05/14/2007 500 12.25 B
05/23/2007 17000 12.0999 B
05/25/2007 600 12.60 S
05/29/2007 2000 12.60 S
05/31/2007 20413 12.9323 S
06/01/2007 9405 12.9486 S
06/04/2007 3300 13.0055 S
06/05/2007 713 13.03 S
06/06/2007 8217 12.89 S
06/07/2007 5502 12.9657 S
06/11/2007 4000 12.93 S
06/21/2007 10000 12.99 S
07/02/2007 230 13.03 S
07/03/2007 1770 13.03 S
07/06/2007 1200 13.26 S
07/06/2007 160 13.26 S
07/10/2007 3989 12.56 B
07/10/2007 450 12.56 B
07/12/2007 1676 12.40 B
07/12/2007 1676 12.76 S
07/16/2007 3712 12.262 B
07/17/2007 3000 12.7190 B
07/18/2007 2500 12.9532 S
07/18/2007 2439 13.02 S
07/27/2007 2456 12.25 B
07/27/2007 100 12.72 S
08/01/2007 900 12.4022 S
08/07/2007 5995 11.4163 B
08/08/2007 10500 10.8143 B
08/08/2007 1720 10.34 B
08/09/2207 23500 10.5698 B
08/10/2007 7182 10.1241 B
08/13/2007 4500 11.0678 S
08/20/2007 10000 12.3191 S
08/20/2007 7500 12.55 S
08/27/2007 240 12.35 S
08/28/2007 3000 12.3554 S
08/29/2007 2900 12.6352 S
08/31/2007 5000 12.80 S
09/04/2007 6860 12.8412 S
09/05/2007 1530 12.95 S
09/12/2007 4339 12.85 S
09/17/2007 661 12.85 S
09/18/2007 18589 12.97 S
09/19/2007 4881 13.30 S
10/18/2007 50000 16.4133 S
10/18/2007 50000 16.41 S
11/14/2007 29171 15.7902 S
11/15/2007 25000 16.10 S
11/16/2007 10000 16.225 S
12/10/2007 25000 16.0872 S
(d) None
(e) The Reporting Person ceased to be a beneficial
owner of more than 5 % of Hallmark Financial,
Inc. common stock on December 10,2007
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to the Issuer.
NOTE: Share quantities have been changed to reflect the execution of
the reverse split on July 31, 2006.
The Reporting person's wife, Joy R. Berlin, individually, owns
the JRB Shares. Berlin Family Educational Foundation individually owns
the BFF Shares. Through an understanding between (a) the Reporting
Person and Joy R. Berlin and (b) the Reporting Person and Berlin
Family Educational Foundation, the Reporting Person has the shared
power to dispose or to direct the disposition of and shared power to
vote or to direct the vote of the JRB Shares and the BFF Shares.
Joy R. Berlin disclaims beneficial ownership of all Berlin Shares other
than the JRB Shares. The Berlin Family Educational Foundation disclaims
beneficial ownership of all Berlin Shares other than the BFF Shares.
The Reporting Person disclaims beneficial ownership of the JRB Shares.
The Reporting Person disclaims beneficial ownership of the BFF Shares.
Berlin Capital Growth, L.P. owns 53,434 Shares. Through an
understanding between the Reporting Person and BCG, the Reporting
Person has the sole power to dispose or to direct the disposition of
and sole power to vote or to direct the vote of the Capital Shares.
The Reporting Person disclaims beneficial ownership of the Capital
Shares.
Berlin Income, L.P. owns 9,500 Shares. Through an
understanding between the Reporting Person and BI, the Reporting
Person has the sole power to dispose or to direct the disposition of
and sole power to vote or to direct the vote of the Income Shares.
The Reporting Person disclaims beneficial ownership of the Income
Shares.
The owners of the PMAs, individually, own the Privatley Managed
Shares. Through an understanding between the Reporting Person and the
owners of the Privately Managed Accounts, the Reporting Person has the
shared power to dispose or to direct the disposition of and shared
power to vote or to direct the vote of the Privately Managed Shares.
The Reporting Person disclaims beneficial ownership of the Privately
Managed Shares.
The partners of Berlin Capital Growth, L.P. have the right to
receive distributions of the net assets of Berlin Capital Growth, L.P.
Those net assets include any proceeds from the sale of Capital Shares.
The partners of Berlin Income, L.P. have the right to
receive distributions of the net assets of Berlin Income, L.P.
Those net assets include any proceeds from the sale of Income Shares.
Item 7. Material to be Filed as Exhibits.
Not Applicable.
Signature After reasonable inquiry and to the best of our knowledge
and belief, we certify that the information set forth in
this statement is true, complete and correct.
Date: December 17, 2007
/s/
Thomas G. Berlin