United States
Securities and Exchange Commission
Washington DC 20549
Schedule 13D/A
Amendment No.3
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)
October 13, 2006
(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 964,350
Beneficially
Owned By Each 8 Shared Voting 257,713
Reporting Person
With 9 Sole Dispositive 964,350
10 Shared Dispositive 257,713
11 Aggregate Amount Beneficially owned 1,222,063
12 Check if Aggregate Amount (11) Excludes Certain Shares
13 Percent of Class Represented by amount in row (11) 5.89%
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 1,222,063
Shares (the "Berlin Shares"). The aggregate amount controlled by the
Reporting Person is 1,222,063 shares and constitutes 5.89% of shares
outstanding as of the Issuer's most recent available filing.
(b)
Shares Percentage
Sole Voting Power 1,020,750 4.92%
Shared Voting Power 201,313 0.97%
Sole Dispositive Power 1,020,750 4.92%
Shared Dispositive Power 201,313 0.97%
The Reporting Person has sole power to vote or to direct the
vote or to dispose or direct the disposition of 1,020,750 Shares,
consisting of 964,350 Shares held in the Reporting Person's IRA (the
"TGB Shares") and 56,400 Shares held by BCG (the "Capital 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 71,518 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 74,383 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
10/5/2006 23100 8.66 B
10/5/2006 15000 8.78 B
10/6/2006 900 8.95 S
10/9/2006 18300 8.7 B
Privately Managed Shares
Date Shares Price Per Share Sold or Bought
10/5/2006 2250 8.7 B
10/5/2006 2000 8.76 B
10/5/2006 1000 8.697 B
10/5/2006 3000 8.7 B
10/9/2006 5000 8.8 B
10/9/2006 7000 8.8 B
10/9/2006 7000 8.8 B
10/9/2006 5490 8.8 B
10/9/2006 160 8.8 B
10/10/2006 1200 8.59 B
10/11/2006 2400 8.69 B
10/11/2006 3382 8.74 B
10/12/2006 6500 8.94 B
10/12/2006 4000 8.93 B
10/12/2006 1201 8.86 B
10/13/2006 3100 8.902 B
10/13/2006 2500 8.95 B
10/13/2006 1200 8.95 B
10/13/2006 6000 8.95 B
10/13/2006 616 8.95 B
10/13/2006 600 8.95 B
10/13/2006 1500 8.95 B
10/13/2006 2000 8.95 B
10/13/2006 2000 8.95 B
10/13/2006 1000 8.95 B
10/13/2006 500 8.95 B
10/13/2006 1200 8.95 B
(d) None
(e) Not applicable
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to theIssuer.
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.
Berlin Capital Growth, L.P. owns 56,400 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.
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.
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: October 16, 2006
/s/
Thomas G. Berlin