Statement of Changes in Beneficial Ownership (4)

FORM 4

[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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3235-0287

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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 * Havranek Debra	2. Issuer Name and Ticker or Trading Symbol MIDWEST HOLDING INC. [ mdwt ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                    _____ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) VP & CFO
(Last)          (First)          (Middle) 2900 SOUTH 70TH STREET, SUITE 400	3. Date of Earliest Transaction (MM/DD/YYYY) 3/11/2021
(Street) LINCOLN, NE 68506 (City)        (State)        (Zip)	4. 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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	$55.02	3/11/2021		A		1500		3/11/2023 (1)	3/11/2031	Voting Common Stock	1500	$0	1500	D
Stock Option (right to buy)	$25							7/17/2021 (2)	7/17/2029	Voting Common Stock	3000		3000	D

Explanation of Responses:
(1)	Options vest as follows: (i) 750 shares vest on March 11, 2023 and (ii) 750 shares vest on March 11, 2025, subject to the Reporting Peron's continued service as an employee of the Company. Vesting is also subject to acceleration under certain circumstances.
(2)	Options vest as follows: (i) 1,000 shares vest on July 17, 2021 and (ii) 2,000 shares vest on July 17, 2023, subject to the Reporting Peron's continued service as an employee of the Company. Vesting is also subject to acceleration under certain circumstances.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Havranek Debra 2900 SOUTH 70TH STREET SUITE 400 LINCOLN, NE 68506			VP & CFO

Signatures
Debra Havranek		4/21/2021
**Signature of Reporting Person		Date