Initial Statement of Beneficial Ownership (3)

FORM 3	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^*

Vespoint LLC

2. Date of Event Requiring Statement (MM/DD/YYYY) 6/28/2018

3. Issuer Name and Ticker or Trading Symbol

MIDWEST HOLDING INC. [NONE]

(Last) (First) (Middle)

1075 OLD POST ROAD

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director ___ X ___ 10% Owner
_____ Officer (give title below) _____ Other (specify below)

(Street)

BEDFORD, NY 10506

(City) (State) (Zip)

5. If Amendment, Date Original Filed (MM/DD/YYYY)

6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

*Table II - Derivative Securities Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
1. Title of Derivate Security (Instr. 4)	2. Date Exercisable and Expiration Date (MM/DD/YYYY)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivate Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	72854474	⁽¹⁾	I	By: Xenith Holdings LLC ⁽²⁾
Senior Secured Convertible Promissory Note	⁽¹⁾	⁽¹⁾	Common Stock	24284825	⁽¹⁾	I	By: Xenith Holdings LLC ⁽²⁾
Senior Secured Convertible Promissory Note	⁽¹⁾	⁽¹⁾	Common Stock	4856965	⁽¹⁾	I	By: Xenith Holdings LLC ⁽²⁾

Explanation of Responses:
(1)	The shares of Series C Preferred Stock (the "Preferred Stock") are convertible at any time into shares of Common Stock of the Issuer on a 48.569649333 for I basis. Each of the Senior Secured Convertible Notes (the "Notes" and each a "Note") are convertible at any time into shares of Common Stock of the Issuer at the same ratio based on the outstanding principal amount of such Notes; provided, however, the Note convertible into 4,856,965 shares of Common Stock may not be converted until such time there are sufficient authorized shares of Common Stock under the Issuer's articles of incorporation. There is no expiration date for the Preferred Stock or the Notes.
(2)	This report is filed jointly by Vespoint, LLC ("Vespoint"), Xenith Holdings LLC ("Xenith"), A. Michael Salem ("Salem") and Michael W. Minnich ("Minnich"), all of whom share beneficial ownership of more than 10% of the capital stock of the Issuer. Vespoint as managing member of Xenith may be deemed to have shared voting, investment and dispositive power over the shares held by Xenith. Salem and Minnich are each Co-Chief Executive Officers of Vestpoint and in their capacity as such, may be deemed to exercise shared voting and investment power over the shares held by Reporting Persons. Each of Vestpoint, Salem and Minnich disclaims beneficial ownership of such shares except to the extent of its or his pecuniary interest therein.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Vespoint LLC 1075 OLD POST ROAD BEDFORD, NY 10506		X

Signatures
/s/ Michael W. Minnich		7/11/2018
^** Signature of Reporting Person		Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.