FACO First Acceptance Corporation (QX)

Item 3.01 . Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing .

On March 19, 2018, First Acceptance Corporation (the “ Company ”) issued a press release announcing that it has submitted written notice to the New York Stock Exchange (the “ NYSE ”) of its intent to voluntarily delist its common stock, $.01 par value per share, from the NYSE.  The Company intends to file a Form 25 with the Securities and Exchange Commission (the “ SEC ”) to delist its common stock from the NYSE and deregister its common stock under Section 12(b) of the Securities Exchange Act of 1934 (the “ Exchange Act ”). As a result, the common stock will no longer be listed on the NYSE.

Additionally, the Company intends to file with the SEC certifications on Form 15 under the Exchange Act requesting the deregistration of its common stock under Section 12(g) of the Exchange Act and the suspension of the Company’s reporting obligations under Section 15(d) of the Exchange Act as promptly as practicable.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements. All statements made other than statements of historical fact are forward-looking statements. You can identify these statements from our use of the words “plan,” “intent,” “intend” or the negative of these terms and similar expressions. These statements, which have been included in reliance on the “safe harbor” provisions of the federal securities laws, involve risks and uncertainties. Investors are hereby cautioned that these statements may be affected by important factors, including, among others, the timing of delisting and deregistration, the possibility that there may not be an active trading market for our securities if we voluntarily delist and deregister, the possibility that delisting and deregistration could adversely affect the price and liquidity of our securities, and the factors set forth under the caption “Risk Factors” in Item 1A. of our Annual Report on Form 10-K for the year ended December 31, 2017 and in our other filings with the SEC. Except as required by law, we undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.