SecProbe.io

January 3, 2014

Via E -mail
Douglas N. Raucy
President and Chief Executive Officer
1347 Property Insurance Holdings, Inc.
9100 Bluebonnet Centre Blvd., Suite 502
Baton Rouge, LA 70809

Re: 1347 Property Insurance Holdings, Inc.
Confidential Draft Registration Statement on Form S -1
Submitted December 6, 2013
CIK No. 0001591890

Dear Mr. Raucy:

We have reviewed your confidential draft registration statement and have the following
comments. In some of our comments, we may ask you to provide us with infor mation so we may
better understand your disclosure.

Please respond to this letter by providing the requested infor mation and either
submitting an a mended confidential draft re gistration state ment or publicly  filing your
registration state ment on EDGA R.  If you do  not believe our comments apply to your facts
and circu mstances or do not believe an  amendment is a ppropriate, please tell us why in your
response.

After revie wing the infor mation you provide  in response to these com ments and your
amended confidential draft registration state ment or filed registration state ment, we may have
additio nal co mments.

General

1. We note that you have yet to submit any of your exhibits. Please be advised that we may
have further comments upon exa mination of these exhibits once they have been submitted
by amendment.

2. Please provide us proofs of all graphic, visual or photographic information you will
provide in the printed prospectus prior to its use, for example in a preliminary prospectus.
Please note that we may have comments regarding this material.

Douglas N. Raucy
1347 Property Insurance Holdings, Inc.
January 3, 2014
Page 2

 3. Please supplementally provide us with copies of all written communications, as defined
in Rule 405 under the Securities Act, that you, or anyone authorized to do so on your
behalf, present to potential investors in r eliance on Section 5(d) of the Securities Act,
whether or not they retain copies of the communications. Similarly, please
supplementally provide us with any research reports about you that are published or
distributed in reliance upon Section 2(a)(3) of th e Securities Act of 1933 added by
Section 105(a) of the Jumpstart Our Business Startups Act by any broker or dealer that is
participating or will participate in your offering.

Table of Contents

4. Please  remove the statement “(w)e have not independently ve rified any third -party
information, and our internal data have not been verified by any independent source.”  It
is not appropriate to either directly or indirectly disclaim liability for any of the
information included in your registration statement.

Our Corporate Structure, page 2

5. Please expand the diagram s here and on page 37 to include the entities that currently hold
your equity securities  both directly and indirectly .

Prospectus Summary
Our Market, page 3

6. In this discussion please state explicitly that it has been your practice to date to
participate in the “take -out” program administered by Citizens and that you have assumed
approximately 6,800 policies through this p rogram.

7. Of the approximate 5,600 insurance policies you held as of September 30, please indicate
here and wherever appropriate in your Business section , the percentage assumed through
Citizens and the percentage originated through your independent agents.

Additional Considerations, page 5

8. Please change the title of this sub -heading to “Risks Associated with Our Business ” and
make the same change  regarding the corresponding  disclosure  on page  47.

Investment Prior to the Offering, page 5

9. Please expand this section, similar  disclosure  on pages 47 and 56 and wherever else in the
prospectus  you describe this investment , to disclose  the approximate percentage of
ownership of your common shares that Fund Management Group LLC would hold if all
the preferr ed shares were converted and all warrants exercised immediately after
completion of your public offering.

Douglas N. Raucy
1347 Property Insurance Holdings, Inc.
January 3, 2014
Page 3

 10. Please e xpand this section, similar dis closure on page 47 and 56 and wherever else in the
prospectus you describe this inve stment , to disclose the title of the preferred shares to be
issued . Also, file the Certificate of Designations of the preferred stock you will issue  to
Fund M anagement Group LLC and the agreement related to the issuance of the preferred
stock as exhibits to the registration statement.

11. Please e xpand this section, similar dis closure on page 47 and 56 and wherever else in the
prospectus you describe this inve stment , to disclose that the purpose of this investment is
to settle inter -company payables to your immediate parent, K ingsway America, Inc., and
that a failure to complete this investment will require you to use funds from your public
offering to settle these payables. Also disclose  how the inter -company payable arose.
Indicate the nature a nd amount of services provided, if any, to the registrant by Kingsway
America, Inc. or KFSI. Disclose the relationship  and any affiliation between Fund
Management Group LLC and KFSI.

Corporate Information and Relationship with Kings way Financial Services Inc., page 5

12. Please provide a separate caption for the last paragraph on page 6.

Risk Factors
Risks Relating to Our Company

13. Please include a risk factor that addresses the risks resulting f rom the fact that most of
your policyholders were acquired through the assumption of  Citizens policies  and that
these policyholders would not ordinarily have been able to obtain insurance through a
private company . Furthermore , explain  the extent to which  restrictive underwriting
strategies and other methods of managing risk s are eliminated  by accepting this business.
Include this risk as a bullet in the list  of risks on pages 5 and 47.

14. Please provide a separate risk factor addressing the risk posed by the lack of geographic
diversification and concentration of policyholders in Loui siana. Include this risk as a
bullet in the list  of risks on pages 5 and 47.

“Increased competition could adversely impact our results and growth,” page 9

15. Please include the names of those insurers who you currently believe to be your principal
competitors.

“If our actual losses from insureds exceed our loss reserves, our financial results would be
adversely affected,” page 9

16. Please include the amount of loss reserves recorded in the first nine months of 2013 and
distinguish the amount for claims incurred and reported from claims incurred but not
reported.

Douglas N. Raucy
1347 Property Insurance Holdings, Inc.
January 3, 2014
Page 4

 “We face a risk of non -availability of reinsurance . . .,” page 11

17. Please quantify the extent to which you have ceded policies to reinsurance companies. If
you have not been able to reinsure your policies to the extent you would like to in order
to diversify your risk , make capital available to issue additional policies and grow your
business , please provide appropriate disclosure.

We face a risk of non -collectability of reinsurance…., page 11

18. Please identify the primary reinsurers you do business with and quantify the percentage
of your ceded pre mium attributable to each reinsurer  that in total represents at least the
majority of ceded premium .

 “Maison Insurance is subject to an independent third party rating . . .,” page 13

19. Please state in this risk factor both the rating that must currentl y be maintained by Maison
Insurance and the minimum capital and surplus levels required to sustain this rating.

Any failure on the part of our third -party policy administration processor…., page 14

20. Please identify the policy administration processor and disclose the natur e of any
affiliation with the registrant.

“The requirements of being a public company may strain our resources . . .,” page 14

21. To the extent practicable, please include in this risk f actor the amount of additional
annual expenses you estimate you will incur once you are a public company.

“We may be unable to attract and retain qualified employees,” page 19

22. Please include in this risk factor the name(s) and title(s) of those individu al(s) whose
departure could in your opinion result in a material adverse event.

Special Note Regarding Forward -Looking Statements, page 25

23. Please remove the portion of your first sentence that alludes to the “safe harbor”
provisions of the Private Secur ities Litigation Reform Act of 1995.  As you are not yet a
reporting company you are not entitled to the protections afforded by  these provisions
and therefore making reference to them is not appropriate.

Douglas N. Raucy
1347 Property Insurance Holdings, Inc.
January 3, 2014
Page 5

 Use of Proceeds, page 27

24. Please be more specific in identifying the net proceeds of your offering that you expect to
allocate and their uses. In particular, you should state the approximate dollar amounts you
intend to spend on the following:

 The provision of capital to Maison Insurance;
 The f ormation of your new subsidiary, in the event that you opt to pursue this;
 The expansion of your insurance products into new markets; and
 General corporate purposes, including working capital.

Capitalization, page 28

25. Please tell us why you have included total assets and total liabilities in your capitalization
table.  In addition please revise the tabular disclosure to sum to a total capitalization
amount.

Critical Accounting Policies and Estimates , page 30

26. Similar to your risk factor disclosure on page 13, please disclose that as a result of your
election under  section 107 of the JOBS Act, your financial statements may not be
comparable to companies that comply with public company effective dates.

Liquidity and Capital Resources , page 33

27. Please disclose the drivers of the changes in your cash flows from operatin g, investing
and financing  activities

Business
Our Products, page 39

28. Please specify the respective percentages of your current outstanding policies that are
comprised of homeowners insurance, manufactured home insurance and dwelling fire
insurance.

29. Please indicate here, if true, that of the approximate 5,600 policies you held as of
September 30 th, 3,000 were assumed through Citizens with the remainder originated
through independent agents.  If this is not the case, please state the correct breakdown of
how you obtained these policies .  Further, you should update your disclosure throughout
your registration statement to account for the additional 3,800 policies assumed through
Citizens in December of 2013.

Douglas N. Raucy
1347 Property Insurance Holdings, Inc.
January 3, 2014
Page 6

 Underwriting, page 41

30. We note that one of your strategies is to expand into other geographic zones and
aggregate risks by geographic zones. Please discuss your intended strategy of aggregating
risks by geographi c zones by disclosing which states you plan to expand into, the various
steps you must take in order to make that happen and a reasonable timetable for each
such state expansion. If you have not yet formulated any immediate and concrete
expansion plan, please c larify.

Third -Party Reinsurers, page 42

31. Please remove the reinsurance structure displayed on page 43 and replace it with a
narrative that explains in layman ’s terms how your current reinsurance coverage
functions  with the objective of disclosing the registrant’s effective reinsurance coverage
at this time.

General, page 44

32. Please substitute the caption “Regulation” for the caption “General”.

Securities Authorized for Issuance U nder Equity Compensation P lans, page 55

33. We note the disclosure  in the second paragraph of this section. Please identify the
privately held homeowner s’ insurance compan y and indicate how the a cquisition price to
the company  was determi ned.  File any legal documents related to this transaction as
exhibits  to the registration statement. Consider relocating this disclosure  to the section
entitled  “Certain Relationships and Related Part y Transactions. ”

Principal Stockholders, page 59

34. Please include the preferred shares to be issued to Fund Management Group LLC and
attributable to Gordon Pratt on an as converted basis when calculating the amount and
nature of common shares  beneficially held by Mr. Pratt  and all executive officers and
director s as a group  on an after the offering basis . Als o, if these preferred shares c an also
be attributed to  KFSI, please include them in the calculation of the amount and
percentage of shares held by KFSI  on an after the offering basis . Please refer to Securities
and Exchange Act Rule 13d -3(d).

Preferred Stock, page 61

35. State the title and d escribe the terms of the preferred stock to be issued to Fund
Management  Group LLC prior to the completion of the offering.

Douglas N. Raucy
1347 Property Insurance Holdings, Inc.
January 3, 2014
Page 7

 Report of Independent Registered Public Accounting Firm, page 2

36. Please provide an accountant’s report that indicates the city and State where issued. Refer
to Rule 2 -02 of Regulation S -X.

Notes to Consolidated Financ ial Statements
2. Related Party Transactions , page 11

37. Please revise your disclosure to define each of the services that were provided by your
Parent and disclose the dollar amount of these transactions for each period.  Please refer
to ASC 850 -10-50-1.

Note 9 Statutory Information, page 17

38. Please disclose  the following  information.
 The amount of statutory capital and surplus necessary to satisfy regulatory
requirements. Refer to guidance in ASC 944 -505-50-1b.
 The amount of restricted net assets for unco nsolidated subsidiaries and consolidated
subsidiaries as of the end of the most recently completed fiscal year. Refer to Rule 4 -
08(e)  (3) (ii) of Regulation S -X.

Exhibits

39. Pleas e include the form of indemnification agreements to be entered into with directors
and any employment and severance agreements entered into or to be entered into with the
registrant ’s named executive officers. Describe the terms of all such employment and
severance agre ements in the management  section of the prospectus .

If you intend to respond to these comments with an amended draft registration statement,
please submit it and any associated correspondence in accordance with the guidance we provide
in the Division’s October 11, 2012 announcement on the SEC website at
http://www.sec.gov/divisions/corpfin/cfannouncements/drsfilingprocedures101512.htm.

Please keep in mind that we may publicly post filing review correspondence in
accordance with our December 1, 2011 policy
(http://www.sec.gov/divisions/corpfin/ cfannouncements/edgarcorrespondence.htm). If you
intend to use Rule 83 (17 CFR 200.83) to request confidential treatment of information in the
correspondence you submit on EDGAR, please properly mark that information in each of your
confidential submission s to us so we do not repeat or refer to that information in our comment
letters to you.

Douglas N. Raucy
1347 Property Insurance Holdings, Inc.
January 3, 2014
Page 8

 You may contact Frank Wyman at (202) 551 -3660  or Joel Parker at (202) 551 -3651  if
you have questions regarding comments on the financial statements and related matte rs.  Please
contact Scot Foley at (202) 551 -3383 or me at (202) 551 -3715 with any other questions.

Sincerely,

         /s/ Jeffrey P. Riedler

Jeffrey P. R iedler
Assista nt Direct or

cc: Joel L. Rubinstein, Esq.
Eric Orsic, Esq.
McDermott Will & Emery LLP
340 Madison Avenue
New York,  New York 10173