SecProbe.io

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 CORRESP

 February 4, 2026
 VIA EDGAR U.S. Securities and Exchange Commission
 Division of Corporation Finance 100 F. Street, NE
 Washington, D.C. 20549 Attention: Robert Arzonetti

 Re:
 Presurance Holdings, Inc.
 Registration Statement on Form S-1
 File No. 333-292735
 Acceleration Request

 Requested Date:

 February 6, 2026

 Requested Time:

 4:30 P.M. Eastern Time
 Ladies and Gentlemen:
 Pursuant to Rule 461 under the Securities Act of 1933, as amended, Presurance Holdings, Inc. (the “Company” ) hereby
respectfully requests that the above-referenced Registration Statement on Form S-1 (File No. 333-292735) (the “Registration Statement” ) be
declared effective on the “Requested Date” and at the “Requested Time” set forth above, or as soon as practicable thereafter, or at such later time as the Company or its counsel may orally request via telephone call to the
staff of the Division of Corporation Finance of the Securities and Exchange Commission. The Company hereby authorizes each of Donald J. Kunz and Sarah E. Meinel of Honigman LLP, counsel to the Company, to make such request on its behalf.
 Please confirm the effectiveness of the Registration Statement with Donald J. Kunz of Honigman LLP by telephone at (313) 465-7454 or Sarah E. Meinel of Honigman LLP by telephone at (313) 405-3394.

 Sincerely,

 P RESURANCE H OLDINGS , I NC .

 /s/ Brian J. Roney

 Brian J. Roney

 Chief Executive Officer

 cc:
 Harold Meloche, Chief Financial Officer
 Presurance Holdings, Inc.
 Donald J. Kunz, Esq. Samuel
Katz, Esq. Sarah E. Meinel, Esq.
 Honigman LLP
 [Signature Page –
Acceleration Request]

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 January 20, 2026

Brian Roney
Chief Executive Officer
Presurance Holdings, Inc.
3001 West Big Beaver Road, Suite 319
Troy, MI 48084

 Re: Presurance Holdings, Inc.
 Registration Statement on Form S-1
 File No. 333-292735
 Filed January 14, 2026
Dear Brian Roney:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Robert Arzonetti at 202-551-8819 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Finance
cc: Donald J. Kunz
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
January 11, 2024
Harold Meloche
Chief Financial Officer
Conifer Holdings, Inc.
3001 West Big Beaver Road
Suite 200
Troy, MI 48084
Re:Conifer Holdings, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2022
File No. 001-37536
Dear Harold Meloche:
            We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Finance

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  CORRESP

  January 10, 2024

  U.S. Securities and Exchange Commission

  Division of Corporation Finance

  Office of Healthcare & Insurance

  100 F. Street, N.E.

  Washington, D.C. 20549

  Attention:    	Lorie Empie

  Robert Klein

    Re:

    Conifer Holdings, Inc.

  Form 10-K for Fiscal Year Ended December 31, 2022

  Filed March 27, 2023

  File No. 001-37536

  Dear Ms. Empie and Mr. Klein:

  I submit this letter on behalf of Conifer Holdings, Inc. (the “Company”) in response to the comment letter of the Staff of the Securities and Exchange Commission dated November 30, 2023 (the “Comment Letter”) relating to the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 (the “2022 Form 10-K”).

  For your convenience, we have included the text of the applicable comment in the Comment Letter in bold immediately before our response.

  Non-GAAP Financial Measures, page 44

  1.In the reconciliations of your non-GAAP financial measures, we note that you present adjustments “net of tax.” Please revise your disclosures and reconciliations, in future filings, to present income taxes as a separate adjustment and to provide a clear explanation of how the tax impacts are calculated. Refer to Question 102.11 of the Non-GAAP Financial Measures Compliance & Disclosure Interpretations.

  The Company advises the Staff that when disclosing income taxes the Company will disclose income taxes as a separate adjustment and provide a clear explanation of how the tax impacts are calculated.

  We hope that the foregoing has been responsive to the Staff’s comment. Please direct any questions regarding this letter to Donald J. Kunz at (313) 465-7454 or via e-mail at dkunz@honigman.com if you have any comments or questions about this letter.

    Very truly yours,

/s/ Richard Fiato

    Richard Fiato

    Corporate Counsel

    Conifer Holdings, Inc.

  cc:	Donald J. Kunz

  	(Honigman LLP)

United States securities and exchange commission logo
November 30, 2023
Harold Meloche
Chief Financial Officer
Conifer Holdings, Inc.
3001 West Big Beaver Road
Suite 200
Troy, MI 48084
Re:Conifer Holdings, Inc.
Form 10-K For Fiscal Year Ended December 31, 2022
Filed March 27, 2023
File No. 001-37536
Dear Harold Meloche:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K filed March 27,2023
Non-GAAP Financial Measures, page 44
1.In the reconciliations of your non-GAAP financial measures, we note that you present
adjustments "net of tax." Please revise your disclosures and reconciliations, in future
filings, to present income taxes as a separate adjustment and to provide a clear explanation
of how the tax impacts are calculated. Refer to Question 102.11 of the Non-GAAP
Financial Measures Compliance & Disclosure Interpretations.

            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            Please contact Lory Empie at 202-551-3714 or Robert Klein at 202-551-3847 with any
questions.

 FirstName LastNameHarold  Meloche
 Comapany NameConifer Holdings, Inc.
 November 30, 2023 Page 2
 FirstName LastName
Harold  Meloche
Conifer Holdings, Inc.
November 30, 2023
Page 2
Sincerely,
Division of Corporation Finance
Office of Finance

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    June 22, 2023

    VIA EDGAR

    U.S. Securities and Exchange Commission

    Division of Corporation Finance

    100 F. Street, NE

    Washington, D.C. 20549

    Attention:          Chris Windsor

              Re:

              Conifer Holdings, Inc.

              Registration Statement on Form S-4

              File No. 333-272217

              Acceleration Request

    Requested Date:          June 26, 2023

    Requested Time:          9:00 A.M. Eastern Time

    Ladies and Gentlemen:

    Pursuant to Rule 461 under the Securities Act of 1933, as amended, Conifer Holdings, Inc. (the “Company”) hereby respectfully requests that the above-referenced Registration
      Statement on Form S-4 (File No. 333-272217) (the “Registration Statement”) be declared effective at the “Requested Date” and “Requested Time” set forth above, or as soon as practicable thereafter, or at such
      later time as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission. The Company hereby authorizes each of Donald J. Kunz and Emily J. Johns of
      Honigman LLP, counsel to the Company, to make such request on its behalf.

    Please confirm the effectiveness of the Registration Statement with Emily J. Johns of Honigman LLP by telephone at (616) 649-1908.

    [Signature page follows]

    ****

              Sincerely,

                CONIFER HOLDINGS, INC.

              /s/ Brian J. Roney

              Brian J. Roney

              President

            cc:

            Donald J. Kunz, Honigman LLP

            Emily J. Johns, Honigman LLP

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Acceleration Request

 September 17, 2018

VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F. Street, NE

Washington, D.C. 20549

Attention:    Christine Westbrook and Suzanne Hayes

Re:
 Conifer Holdings, Inc.

 Registration Statement on Form S-1

 File No. 333-226778

 Acceleration Request

Requested Date:
 September 19, 2018

Requested Time:
 4:15 P.M. Eastern Time

Ladies and Gentlemen:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended, Conifer Holdings, Inc. (the “Company”) hereby respectfully requests that the above-referenced Registration Statement on Form S-1 (File No. 333-226778) (the “Registration Statement”) be declared effective at the “Requested Date” and “Requested Time” set forth above, or as soon as practicable thereafter, or
at such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission. The Company hereby authorizes each of Donald J. Kunz and Emily J.
Byl of Honigman Miller Schwartz and Cohn LLP, counsel to the Company, to make such request on its behalf.

 Please confirm the effectiveness
of the Registration Statement with Emily J. Byl of Honigman Miller Schwartz and Cohn LLP by telephone at (616) 491-1908.

[Signature page follows]

****

Sincerely,

CONIFER HOLDINGS, INC.

/s/ Brian J. Roney

Brian J. Roney

President

cc:
 Donald J. Kunz, Honigman Miller Schwartz and Cohn LLP

 Emily J. Byl, Honigman Miller Schwartz and Cohn LLP

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Acceleration Request

 September 17, 2018

By EDGAR

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 Office of
Healthcare & Insurance

 100 F Street, N.E.

Washington, D.C. 20549

Attention:
 Christine Westbrook

 Suzanne Hayes

RE:
 Conifer Holdings, Inc. (the “Company”)

 Registration Statement on Form S-1

 File No. 333-226778

Ladies and Gentlemen:

 In accordance with Rule 461 under the
Securities Act of 1933, as amended, and as representative of the underwriters of the Company’s proposed public offering of its Senior Unsecured Notes pursuant to the above-referenced Registration Statement, we wish to advise you that we hereby
join with the Company’s request that the effective date of the above-referenced Registration Statement be accelerated so that it will become effective on September 19, 2018, at 4:15 P.M., Eastern Time, or as soon thereafter as is
practicable, unless the Company notifies you otherwise prior to such time.

 Pursuant to Rule 460 under the Securities Act, we wish to advise you that as
of the date hereof, 275 copies of the Preliminary Prospectus to the Registration Statement, dated September 12, 2018, have been distributed to prospective underwriters, dealers, institutional investors, retail investors and others.

Sincerely,

 BOENNING & SCATTERGOOD, INC.

By:

/s/ Charles K. Hull

Name:

Charles K. Hull

Title:

Managing Director

Telephone: 610 832 5312

E-mail:       chull@boenninginc.com

 4 Tower Bridge • 200
Barr Harbor Drive • Suite 300 • West Conshohocken • PA 19428-2979

 Phone (610)
832-1212 • Toll Free (800) 883-1212 • Fax (610) 832-5301

www.boenninginc.com • Member FINRA/ SIPC

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CORRESP

 September 10, 2018

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 Office of Healthcare & Insurance

 100 F.
Street, N.E.

 Washington, D.C. 20549

Attention:
 Christine Westbrook

Suzanne Hayes

Re:
 Conifer Holdings, Inc.

Form S-1

Filed August 10, 2018

File No. 333-226778

Dear Ms. Westbrook and Ms. Hayes:

Conifer Holdings, Inc. (“Conifer”) today filed Amendment No. 1 to its Registration Statement on Form S-1 (File No. 333-226778) (“Amendment No. 1”). This letter, which is being submitted on behalf of Conifer, responds to the comments of
the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) to the above-referenced Registration Statement contained in your letter, dated August 28, 2018 (the “Comment
Letter”).

 For your convenience, we have included the text of the applicable comment in the Comment Letter in bold immediately
before our response. All page references contained in our responses below are to the pages of Amendment No. 1 in the form filed today with the Commission.

Cover Page

1.
 We note your disclosure that if the listing of the Notes is approved, trading of the Notes on the Nasdaq
Global Market is expected to commence within 30 days after the initial delivery of the Notes. Please tell us whether the offering is contingent upon securing listing approval and if its not, please amend your cover page disclosure to clearly state
this fact and provide related disclosure in the Risk Factors section.

 The offering is not contingent upon securing
listing approval. In response to the Staff’s comment, the disclosure on the cover page, page 16 and page 17 has been revised.

 We hope that the foregoing, and the revisions to the Registration Statement set forth in
Amendment No. 1, have been responsive to the Staff’s comment. Please direct any questions regarding this letter to Donald J. Kunz at (313) 465-7454 or via
e-mail at dkunz@honigman.com if you have any comments or questions about this letter.

Very truly yours,

/s/ Richard Fiato

Richard Fiato

Corporate Counsel

Conifer Holdings, Inc.

cc:
 Donald J. Kunz

 (Honigman, Miller, Schwartz and Cohn LLP)

August 28, 2018
Richard Fiato
Corporate Counsel
Conifer Holdings, Inc.
550 West Merrill Street
Suite 200
Bermingham, MI 48009
Re:Conifer Holdings, Inc.
Form S-1
Filed August 10, 2018
File No. 333-226778
Dear Ms. Fiato:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1 filed August 10, 2018
Cover Page
1.We note your disclosure that if the listing of the Notes is approved, trading of the Notes
on the Nasdaq Global Market is expected to commence within 30 days after the initial
delivery of the Notes. Please tell us whether the offering is contingent upon securing
listing approval and if its not, please amend your cover page disclosure to clearly state this
fact and provide related disclosure in the Risk Factors section.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of

 FirstName LastNameRichard Fiato
 Comapany NameConifer Holdings, Inc.
 August 28, 2018 Page 2
 FirstName LastName
Richard Fiato
Conifer Holdings, Inc.
August 28, 2018
Page 2
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Christine Westbrook at 202-551-5019 or Suzanne Hayes at 2920551-3675
with any questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance

June 13, 2018
Harold Meloche
Chief Financial Officer
Conifer Holdings, Inc.
550 West Merrill Street, Suite 200
Birmingham, MI 48009
Re:Conifer Holdings, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2017
Filed March 15, 2018
File No. 001-37536
Dear Mr. Meloche:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Division of Corporation Finance
Office of Healthcare & Insurance

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		Document

May 14, 2018

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

Attention:    Vanessa Robertson

Rolf Sundwall

Re:

 Conifer Holdings, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2017

Item 15. Exhibits and Financial Statement Schedule, page 53

Filed March 15, 2018

File No. 001-37536

Dear Ms. Robertson and Mr. Sundwall:

On behalf of Conifer Holdings, Inc. (the “Company”), this letter sets forth the responses of the Company to the comments contained in your letter, dated May 4, 2018, relating to the Form 10-K for the Fiscal Year ending December 31, 2017 (the “Form 10-K”), (File No. 001-37536), filed on March 15, 2018.

The Company is concurrently submitting amended certifications filed as Exhibit 31.1 and 32.2, which reflects the Company’s responses to comments received from staff of the U.S. Securities and Exchange Commission (the “Staff”).  The Company will also provide the Staff courtesy copies of the amended certifications filed as Exhibit 31.1 and 31.2, marked to reflect the changes from the Form 10-K.

In this letter, we have recited the comments from the Staff in italicized, bold type face and have followed the comments with the Company’s response.

Form 10-K for the Fiscal Year Ended December 31, 2017

Item 15. Exhibits and Financial Statement Schedule, page 53

1.

 Please amend your filing to provide new certifications filed as Exhibits 31.1 and 31.2 to conform exactly to that provided in Item 601(b)(31) of Regulation S-K as it relates to internal controls over financial reporting (ICFR).  In this regard, the introductory sentence in paragraph 4 should refer to ICFR as defined in the Exchange Act and certification 4(b) should discuss your obligations related to ICFR.

550 W. Merrill, Suite 200, Birmingham, MI 48009 * (248) 559-0840 main * (248) 559-0870 fax * cnfrh.com

Conifer Holding, Inc.,

Response Letter

May 14, 2018

The Company advises the Staff that it has amended its filing to provide amended certifications, filed as Exhibits 31.1 and 31.2 to conform exactly to Item 601(b)(31) of Regulation S-K as it relates to ICFR by amending the introductory sentence in paragraph 4, which now refers to IFCR as defined in the Exchange Act and by amending certification 4(b), which now discusses the Company’s obligation related to ICFR.

If you have any questions or comments concerning this response or the amended certifications, please do not hesitate to call Harold Meloche at 866-412-2424.

Sincerely yours,

/s/ Harold Meloche

Cc:    Conifer Holdings, Inc.

James G. Petcoff

550 W. Merrill, Suite 200, Birmingham, MI 48009 * (248) 559-0840 main * (248) 559-0870 fax * cnfrh.com

May 4, 2018
Harold Meloche
Chief Financial Officer
Conifer Holdings, Inc.
550 West Merrill Street, Suite 200
Birmingham, MI 48009
Re:Conifer Holdings, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2017
Filed March 15, 2018
File No. 001-37536
Dear Mr. Meloche:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.
            Please respond to the comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to the comment, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2017
Item 15. Exhibits and Financial Statement Schedules, page 53
1.Please amend your filing to provide new certifications filed as Exhibits 31.1 and 31.2 to
conform exactly to that provided in Item 601(b)(31) of Regulation S-K as it relates to
internal controls over financial reporting (ICFR). In this regard, the introductory sentence
in paragraph 4 should refer to ICFR as defined in the Exchange Act and certification 4(b)
should discuss your obligations related to ICFR.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.

 FirstName LastNameHarold Meloche
 Comapany NameConifer Holdings, Inc.
 June 16, 2017 Page 2
 FirstName LastName
Harold Meloche
Conifer Holdings, Inc.
May 4, 2018
Page 2
            You may contact Vanessa Robertson at 202-551-3649 or Rolf Sundwall at 202-551-3105
with any questions.
Division of Corporation Finance
Office of Healthcare & Insurance

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August 12, 2015

VIA EDGAR

U.S. Securities and Exchange Commission
 Division of Corporation Finance
 100 F. Street, NE
 Washington, D.C.  20549
 Attention:                                        Johnny Gharib

James Peklenk

Sharon Blume

Jeffrey P. Riedler

Re:                                        Conifer Holdings, Inc.

Registration Statement on Form S-1

File No. 333-205448

Acceleration Request

Requested Date:     August 12, 2015

Requested Time:    5:00 P.M. Eastern Time

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Conifer Holdings, Inc. (the “Company”) hereby requests that the above-referenced Registration Statement on Form S-l (File No. 333-205448) (the “Registration Statement”) be declared effective at the “Requested Date” and “Requested Time” set forth above or at such later time as the Company or its counsel may orally request via telephone call to the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”).

The Company hereby acknowledges that:

·                  should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

·                  the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

·                  the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please confirm the effectiveness of the Registration Statement with Donald J. Kunz of Honigman Miller Schwartz and Cohn LLP by telephone at (313) 465-7454.

[Signature page follows]

* * * *

Sincerely,

CONIFER HOLDINGS, INC.

/s/ BRIAN J. RONEY

Brian J. Roney

President

cc:   Donald J. Kunz, Honigman Miller Schwartz and Cohn LLP

Jessica M. Herron, Honigman Miller Schwartz and Cohn LLP

Michael Groll, Willkie Farr & Gallagher LLP

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August 12, 2015

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-7010

Re:                            Conifer Holdings, Inc.—Request for Acceleration
  Registration Statement on Form S-1 (File No. 333-205448)

Ladies and Gentlemen:

Pursuant to the provisions of Rule 461 under the Securities Act of 1933, as amended (the “Act”), the undersigned, as Representatives of the several Underwriters (the “Representatives”), hereby join in the request of Conifer Holdings, Inc. (the “Company”) that the effective date of the above-referenced Registration Statement, as then amended, be accelerated so as to permit it to become effective under the Act at 5:00 p.m., Eastern time, on Wednesday, August 12, 2015 or as soon thereafter as is practicable.

In connection with this acceleration request and pursuant to the provisions of Rule 460 under the Act, please be advised that we have distributed approximately 300 copies of the Company’s Preliminary Prospectus, dated July 30, 2015, to underwriters, dealers, institutions and others.

The Representatives confirm on behalf of themselves and the several underwriters that they have complied with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Signature Page Follows]

Very truly yours,

BMO CAPITAL MARKETS CORP.

RAYMOND JAMES & ASSOCIATES, INC.

as Representatives of the several Underwriters

BMO CAPITAL MARKETS CORP.

By:

/s/ William Koo

Name: William Koo

Title: Vice President

RAYMOND JAMES & ASSOCIATES, INC.

By:

/s/ Douglas F. Secord

Name: Douglas F. Secord

Title: Managing Director

[Signature Page to Underwriter Acceleration Request — Conifer Holdings, Inc.]

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August 7, 2015

VIA EDGAR

U.S. Securities and Exchange Commission
 Division of Corporation Finance
 100 F. Street, NE
 Washington, D.C.  20549

Attention:

Johnny Gharib

James Peklenk

Sharon Blume

Jeffrey P. Riedler

Re:

Conifer Holdings, Inc.

Registration Statement on   Form S-1

File No. 333-205448

Acceleration Request

Requested   Date:

August 11, 2015

Requested   Time:

4:00 P.M. Eastern Time

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Conifer Holdings, Inc. (the “Company”) hereby requests that the above-referenced Registration Statement on Form S-l (File No. 333-205448) (the “Registration Statement”) be declared effective at the “Requested Date” and “Requested Time” set forth above or at such later time as the Company or its counsel may orally request via telephone call to the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”).

The Company hereby acknowledges that:

·                  should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

·                  the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

·                  the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please confirm the effectiveness of the Registration Statement with Donald J. Kunz of Honigman Miller Schwartz and Cohn LLP by telephone at (313) 465-7454.

[Signature page follows]

* * * *

Sincerely,

CONIFER HOLDINGS, INC.

/s/ Brian J. Roney

Brian J. Roney

President

cc:        Donald J. Kunz, Honigman Miller Schwartz and Cohn LLP

Jessica M. Herron, Honigman Miller Schwartz and Cohn LLP

Michael Groll, Willkie Farr & Gallagher LLP

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August 7, 2015

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-7010

Re:

Conifer Holdings, Inc.—Request for   Acceleration

Registration Statement on Form S-1 (File   No. 333-205448)

Ladies and Gentlemen:

Pursuant to the provisions of Rule 461 under the Securities Act of 1933, as amended (the “Act”), the undersigned, as Representatives of the several Underwriters (the “Representatives”), hereby join in the request of Conifer Holdings, Inc. (the “Company”) that the effective date of the above-referenced Registration Statement, as then amended, be accelerated so as to permit it to become effective under the Act at 4:00 p.m., Eastern time, on Tuesday, August 11, 2015 or as soon thereafter as is practicable.

In connection with this acceleration request and pursuant to the provisions of Rule 460 under the Act, please be advised that we have distributed approximately 300 copies of the Company’s Preliminary Prospectus, dated July 30, 2015 through the date hereof, to underwriters, dealers, institutions and others.

The Representatives confirm on behalf of themselves and the several underwriters that they have complied with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Signature Page Follows]

Very truly yours,

BMO CAPITAL MARKETS CORP.

RAYMOND JAMES & ASSOCIATES, INC.

as Representatives of the several   Underwriters

BMO CAPITAL MARKETS CORP.

By:

/s/ William Koo

Name: William Koo

Title: Vice President

RAYMOND JAMES & ASSOCIATES, INC.

By:

/s/ Mark Peterson

Name: Mark Peterson

Title: Managing Director

[Signature Page to Underwriter Acceleration Request — Conifer Holdings, Inc.]

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Donald J. Kunz

(313) 465-7454

Fax: (313) 465-7455

dkunz@honigman.com

Confidential Treatment Requested by Conifer Holdings, Inc Under 17. C.F.R. § 200.83

FOIA Confidential Treatment Request

CERTAIN PORTIONS OF THIS LETTER AS FILED VIA EDGAR HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION, CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR THE OMITTED PORTIONS, WHICH HAVE BEEN REPLACED WITH THE FOLLOWING PLACEHOLDER “[***]”

July 24, 2015

VIA EDGAR AND OVERNIGHT DELIVERY

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

Attention:    Johnny Gharib

James Peklenk

Sharon Blume

Jeffrey P. Riedler

Re: Conifer Holdings, Inc.

Registration Statement on Form S-1

File No. 333-205448

Dear Mr. Gharib:

On behalf of Conifer Holdings, Inc. (the “Company”) and pursuant to the applicable provisions of the Securities Act of 1933, as amended (the “Securities Act”) and the rules promulgated thereunder, we supplementally submit this letter related to the Staff’s review of the above-referenced Registration Statement on Form S-1 (as amended, the “Registration Statement”).

The purpose of this letter is to notify the Staff of the proposed price range and share number information expected to be included in the Company’s preliminary prospectus (the “Preliminary Prospectus”) forming part of the Registration Statement.  Based on currently available information and market conditions, the initial offering price to the public of the Company’s common shares (the “Shares”) is expected to be between $[***] and $[***] per Share, based on [***] Shares to be offered to the public by the Company and [***] Shares to be outstanding following completion of the offering.  The underwriters would therefore have an option to purchase up to an additional [***] Shares.  In light of the volatile nature of the capital markets in the current environment, such price range, number of shares offered and related information are subject to change based upon market conditions, Company performance and other factors.  Attached as Annex A are relevant sections of the Registration Statement, marked to reflect the expected price range and number of shares offered, all of which we expect to include in a subsequent amendment to the Registration Statement.

The Company expects to file an amendment to the Registration Statement on or about [***] to file additional exhibits, to reflect the estimated price range and share amounts, and to add the presentation of the preliminary results for the period ended June 30, 2015, in connection with the printing of Preliminary Prospectuses and commencement of the road show.  The Company and the underwriters are currently preparing to begin the road

2290 First National Building · 660 Woodward Avenue · Detroit, Michigan 48226-3506

Detroit · Lansing · Bloomfield Hills · Ann Arbor · Kalamazoo

July 24, 2015

Page 2

show for the offering on or about [***].  To the extent feasible, we would appreciate the Staff’s efforts to provide any further comments as soon as possible.

Given the contemplated timetable discussed above, we are supplementally providing herewith the proposed format for the presentation of the Company’s preliminary results for the period ended June 30, 2015, which information is expected to be included in the amendment to the Registration Statement contemplated to be filed on or about [***].

Because of the financially sensitive nature of the estimated price range, the Company requests confidential treatment under 17 C.F.R. § 200.83 of the contents of this letter and the attached Annex A.  The Company respectfully requests that the Staff return this letter and the attached Annex A to us pursuant to Rule 418 of the Securities Act of 1933, as amended, once the Staff has completed its review.  We have provided a self-addressed stamped envelope for this purpose.

Please promptly inform the Company of any request for the confidential material submitted herewith made pursuant to the Freedom of Information Act or otherwise so that the Company may substantiate the foregoing request for confidential treatment in accordance with Rule 83.  Any such notice may be directed to Donald J. Kunz at (313) 465-7454 or Jeffrey H. Kuras at (313) 465-7446.

Pursuant to Rule 83, a copy of this request (but not the confidential information) is also being delivered to the Freedom of Information Act office of the Commission.

If you have any questions or comments concerning this submission, please do not hesitate to call.

Yours sincerely,

/s/ Donald J. Kunz

Donald J. Kunz

Cc: Conifer Holdings, Inc.

James G. Petcoff

Brian J. Roney

2290 First National Building ·   660 Woodward Avenue · Detroit, Michigan 48226-3506

Detroit · Lansing · Bloomfield Hills · Ann Arbor · Kalamazoo

*Confidential Treatment Requested

Annex A

[***]

CORRESP
1
filename1.htm

Donald   J. Kunz

(313)   465-7454

Fax:   (313) 465-7455

dkunz@honigman.com

July 2, 2015

VIA EDGAR AND OVERNIGHT DELIVERY

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

Attention:  Johnny Gharib

James Peklenk

Sharon Blume

Jeffrey P. Riedler

Re: Conifer Holdings, Inc.

Amendment No. 1 to Draft Registration Statement on Form S-1

Submitted June 12, 2015

CIK No. 0001502292

Ladies and Gentlemen:

On behalf of Conifer Holdings, Inc. (the “Company”), this letter sets forth the response of the Company to the comment contained in your letter, dated June 23, 2015, relating to Amendment No. 1 to Draft Registration Statement on Form S-1 (CIK No. 0001502292) confidentially submitted on June 12, 2015 (the “Draft Registration Statement”).

The Company is concurrently filing via EDGAR this letter and a revised registration statement (the “Revised Registration Statement”), which reflects the Company’s response to the comment received from the staff of the U.S. Securities and Exchange Commission (the “Staff”) and certain other updated information. The Company will also provide the Staff courtesy copies of the Revised Registration Statement, marked to reflect the changes from the Draft Registration Statement.

In this letter, we have recited the comment from the Staff in italicized, bold type and have followed the comment with the Company’s response.  Except for page references appearing in the heading and Staff comment below (which are references to the Draft Registration Statement), all page references herein correspond to the page of the Revised Registration Statement.

2290 First National Building · 660 Woodward Avenue · Detroit, Michigan 48226-3506

Detroit · Lansing · Bloomfield Hills · Ann Arbor · Kalamazoo

Risk Factors

Risks Related to Our Business and Industry

A decline in our financial strength rating may result in a reduction of new…, page 13

1.              We note your revised disclosure and response to our prior comment 8.  Please expand your disclosure in this risk factor and in the Ratings section on page 110 to disclose how many rating levels there are for both the A.M. Best and Demotech ratings structures and for each of your subsidiaries, how the subsidiary’s ratings rank in the overall ratings structures (i.e. fourth highest out of twelve, fifth highest out of thirteen, etc…).

The Company advises the Staff that it has expanded its disclosure on pages 15 and 112 to disclose how many rating levels there are for both the A.M. Best and Demotech ratings structures and for each of its subsidiaries, how the subsidiary’s ratings rank in the overall ratings structures.

If you have any questions or comments concerning this response or the Revised Draft Registration Statement, please do not hesitate to call Donald J. Kunz at (313) 465-7454 or Jeffrey H. Kuras at (313) 465-7446.

Yours sincerely,

/s/ Donald J. Kunz

Donald J. Kunz

Cc:

Conifer   Holdings, Inc.

James G. Petcoff

Brian J. Roney

2

June 23, 2015

Via E -mail
James G. Petcoff
Chairman and Chief Executive Officer
Conifer Holdings, Inc.
550 West Merrill Street, Suite 200
Birmingham, Michigan 48009

Re: Conifer Holdings, Inc.
Amendment No. 1 to Draft Registration Statement on Form S -1
Submitted June 12, 2015
  CIK No. 0001502292

Dear Mr. Petcoff:

We have reviewed amendment no. 1 to your draft registration statement and your
response letter submitted June 12, 2015 and have the following comment.  In our comment, we
may ask you to provide us with information so we may better understand your disclosure.

Please respond to this letter by providing the requested information and either submitting
an amended draft re gistration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing the information you provide in response to our comment and your
amended draft registration statement or filed registration statement, we may have additional
comments.

Risks Factors
Risks Related to Our Business and Industry
A decline in our financial st rength rating may result in a reduction of new…, page 13

1. We note your revised disclosure and response  to our prior comment 8.  Please expand
your disclosure in this risk factor and in the Ratings section on page 110 to disclose how
many rating levels ther e are for both the A.M.Best and Demotech ratings structures and
for each of your subsidiaries , how the subsidiary’s rating s rank in the overall ratings
structure s (i.e. fourth highest out of twelve, fifth highest out of thirteen, etc…).

James G. Petcoff
Conifer Holdings, Inc.
June 23, 2015
Page 2

 You may contact James Peklenk at (202) 551 -3661 or Sharon Blume at (202) 551 -3474 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Johnny Gharib at (202) 551 -3170 or me at (202) 551 -3715 with any other questions.

Sincerely,

 /s/ Jeffrey P. Riedler

Jeffrey P. Riedler
Assistant Director

cc: Via E -mail
 Donald J. Kunz, Esq.
 Honigman Miller Schwartz and Cohn LLP

June 3, 2015

Via E -mail
James G. Petcoff
Chairman and Chief Executive Officer
Conifer Holdings, Inc.
550 West Merrill Street, Suite 200
Birmingham, Michigan 48009

Re: Conifer Holdings, Inc.
Draft Registration Statement on Form S -1
Submitted May 7, 2015
  CIK No. 0001502292

Dear Mr. Petcoff:

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

Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  I f you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.

General, page ii

1. We note your statements, “Our management estimates have not been verified by any
independent source, and we have not independently verified any th ird-party information.”
It is not appropriate to infer that you are not liable for statements included in your
registration statement.  Please revise your disclosure here and on page 37 to delete the
statements referenced above.

Prospectus Summary
Market Opportunity
Our Growth and Operating Strategies, page 3

2. Notwithstanding your definitions of a hard market and soft market in the Glossary of
Industry and Other Terms section on page 134, please expand your disclosure in this

James G. Petcoff
Conifer Holdings, Inc.
June 3, 2015
Page 2

 section to provide a descr iption of the difference between a hard insurance market and a
soft insurance market when you first use these terms.

Our Competitive Strengths, page 4

3. We note that in limited circumstances you use “managing general agencies” to
underwrite policies.  Plea se revise your disclosure in the second bullet point of this
section to describe these “managing general agencies.”

Our Structure, page 5

4. Please revise your organizational chart to include the 50% owner(s) of VAHI other than
SIA.

5. Please revise your organizational chart to more prominently display whether each of your
subsidiaries is an insurance operating company or an agency.  Please also provide a brief
explanation of the functions or operating activities of each subsidiary in th e
organizational chart or immediately following the chart.

Corporate Information, page 6

6. Please file the lease agreement pertaining to your corporate headquarters as an exhibit.

Risks Factors

7. We note your disclosure on page 120 that your amended and restated bylaws will contain
an exclusive forum provision which states that the courts of the State of Michigan located
in Oakland County and the United States District Court for the Eastern District of
Michigan will be the exclusive forum for any derivati ve action or proceeding brought on
the company’s behalf, any action asserting a claim of breach of fiduciary duty owed by
any of the company’s directors, officers or employees to the company or its shareholders,
any action asserting a claim against the com pany arising pursuant to the MBCA or any
actions asserting a claim otherwise governed by the State of Michigan’s internal affairs
doctrine.  Please include an appropriately titled risk factor disclosing that your amended
and restated bylaws will include th e exclusive forum provision described above.  Please
also highlight that such a provision may limit a shareholder’s ability to bring a claim in a
judicial forum that it finds favorable for the disputes listed above and may discourage
lawsuits with respect to such claims.

James G. Petcoff
Conifer Holdings, Inc.
June 3, 2015
Page 3

 Risks Related to Our Business and Industry
A decline in our financial strength rating may result in a reduction of new…, page 12

8. Please revise your disclosure in this risk factor to provide a description of the A.M. Best
rating struc ture and what a rating of B++ for CIC and a rating of B+ for WPIC says about
the condition of these subsidiaries.

9. Please expand your disclosure in this risk factor to provide the ratings for ACIC .

10. We note that the last sentence of this risk factor cross -references to a subsection entitled
“Ratings” located under the Liquidity and Capital Resources section of Management’s
Discussion and Analysis of Financial Condition and Results of Operations; however, no
such Ratings subsection appears to exist.  P lease revise your cross reference accordingly.

Our investment portfolio is subject to significant market and credit risks, which could…, page 13

11. Please expand the second paragraph of this risk factor  to disclose the weighted interest
rate of your fixed i ncome portfolio during the last completed fiscal year.

Our actual incurred losses may be greater than our loss and loss adjustment expense…, page 15

12. Please provide an additional bullet point discussing how the difficulties of estimating
IBNR losses con tribute to the overall difficulty of estimating loss reserves.

Any debt service obligations will reduce the funds available to other business…, page 16

13. The title of this risk factor makes reference to risks associated with debt service
obligations and th e terms and covenants associated with your current or future
indebtedness; however, your risk factor discussion does not address either of these items.
Please expand your risk factor to describe your payment obligations under your current
revolving line o f credit and two term loans and the terms and covenants relating t o your
current indebtedness and how they  could adversely impac t your financial performance,
liquidity  and operating and financial flexibility.

Use of Proceeds, page 38

14. Please revise your d isclosure to provide the amount of proceeds that will be used for each
purpose listed in the second paragraph of this section.  Please make confirming revisions
in the other areas of your prospectus where you provide a discussion of how proceeds
from this offering will be used.

15. With regard to the portion of proceeds to be used to pay down your senior debt, if such
indebtedness was incurred within one year, please describe the use of the proceeds of

James G. Petcoff
Conifer Holdings, Inc.
June 3, 2015
Page 4

 such indebtedness other than short -term borrowing used for  working capital.  Please see
Instruction 4 to Item 504 of Regulation S -K for guidance.

Management’s Discussion and Analysis of Financial Condition and Results of Operations
Overview, page 50

16. We note that in  the second paragraph of this section,  you provide  information regarding
your commercial lines.  Please add a paragraph immediately following the second
paragraph which provides the same information for your personal lines.

17. In the third full paragraph on page 51, you state that you implemented significant
modifications to your underwriting guidelines, removed unprofitable agents, eliminated
certain broad coverage forms, as well as raised rates for your Midwest homeowner
polic ies.  Please expand your disclosure to describe the modifications to your
underwriting guidelines, describe which broad coverage forms you eliminated and
describe the rate increases you implemented.

Premiums, page 53

18. Please provide the meaning and sign ificance of “quota share reinsurance arrangements”
the first time you reference them in this section.

Losses and Loss Adjustment Expenses, page 54

19. Your “ Losses and Loss Adjustment Expenses ” increased significantly from $15.8  million
in FY 2013 to $40.7  million in FY 2014.  You state that the increase “ was mainly the
result of higher losses in Midwest homeowners, and , personal automobile products .”
Please expand your disclosure to explain in more detail the underlying reasons for the
increased losses and th eir related costs.  For example, if there are specific catastrophic
events that occurred in the Midwest please identify those and quantify the related losses.
Further, while you have quantified weather -related and underwriting losses, these items
only mak e up $13.7 million of the total $24.9 million increase in losses. Revise as
necessary to explain the remaining increase in losses.

20. In addition to the above, revise to explain in more detail your statement that “the 2014
results were largely driven by th e commercial lines accident year loss ratio of 59.5%
offset by personal lines at 88.7%.”

21. In the fourth paragraph of this section, please revise the second sentence of the paragraph
to describe the reasons for the decrease in your specialty homeowner s loss ratio in 2014.
In this regard, we note that references to a “significant decrease in the rate of your
reinsurance,” and “greater efficiencies of scale achieved in your reinsurance
procurement” in the  second sentence  of this paragraph provide a vague  explanation of the
decrease.

James G. Petcoff
Conifer Holdings, Inc.
June 3, 2015
Page 5

 Business
Our History, page 81

22. In the fourth paragraph of this section, you discuss the formation of a pure captive
insurance company domiciled in the District of Columbia called Red Cedar Insurance
Company which allows you to ta ke a mezzanine layer of reinsurance exclusively for CIC
and WPIC.  Please expand your disclosure to explain the function of a “pure captive
insurance company” and what you mean by taking a “mezzanine layer” of reinsurance.

Ratings, page 99

23. Please expand your disclosure regarding your ratings to describe the full rating structure
for AM Best and Demotech and what your subsidiaries’ ratings by each agency says
about their condition.  Also, please disclose how changes in ratings have affected or
could affect  liquidity or your ability to write new policies.

Management
Conifer Holdings, Inc. 2015 Omnibus Plan (the “2015 Omnibus Plan”), page 107

24. In the first paragraph of this section, you state that the 2015 Omnibus Plan has been filed
as an exhibit to the reg istration statement; however, your exhibit index does not have the
plan listed as an exhibit.  Please file the 2015 Omnibus Plan as an exhibit to the
registration statement.

Other Comments

25. We note that you have still not filed a number of additional exhibits . Please provide these
exhibits as promptly as possible.  Please note that we may have comments on these
materials once they are provided.

26. Please confirm that the graphics included in your registration statement are the only
graphics yo u will use in your prospectus. If those are not the only graphics, please
provide any additional graphics prior to their use for our review.

27. Please supplementally provide us with copies of all written communications, as defined
in Rule 405 under the Se curities Act, that you , or anyone authorized to do so on your
behalf , present to potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they retain copies of the communications.

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/cfannounc ements/drsfilingprocedures101512.htm.

James G. Petcoff
Conifer Holdings, Inc.
June 3, 2015
Page 6

 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 t o 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 submissions to us so we do not repeat or refer to that information in our comment
letters to you.

You may contact James Peklenk at (202) 551 -3661 or Sharon Blume at (202) 551 -3474 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Johnny Gharib at (202) 551 -3170 or  me at (202) 551 -3715 with any other questions.

Sincerely,

 /s/ Jeffrey P. Riedler

Jeffrey P. Riedler
Assistant Director

cc: Via E -mail
 Donald J. Kunz, Esq.
 Honigman Miller Schwartz and Cohn LLP