SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

FORD GERALD J

(Last)

(First)

(Middle)

200 CRESCENT COURT

SUITE 1350

(Street)

DALLAS

75201

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
FIRST ACCEPTANCE CORP /DE/ [ FAC ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
05/21/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/21/2004		X⁽²⁾		35,482	A	$4	14,712,854⁽³⁾	I	See Footnote.⁽¹⁾⁽²⁾⁽³⁾⁽⁵⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Subscription Rights (right to buy)	$4	05/21/2004		J⁽²⁾		35,482		05/21/2004	05/21/2004	Common Stock	35,482	⁽⁴⁾	35,482	I	See Footnote.⁽¹⁾⁽²⁾⁽⁵⁾
Subscription Rights (right to buy)	$4	05/21/2004		X⁽²⁾			35,482	05/21/2004	05/21/2004	Common Stock	35,482	⁽⁴⁾	0	I	See Footnote.⁽¹⁾⁽²⁾⁽⁵⁾

Explanation of Responses:

1. Mr. Ford is a general partner of Hunter's Glen/Ford, Ltd., a Texas limited partnership ("HG/F"). Mr. Ford is also the settlor of Turtle Creek Revocable Trust ("TCRT"). On April 1, 2004, Liberte Investors Inc. ("Liberte") commenced a rights offering (the "Rights Offering") pursuant to which Liberte distributed pro rata to its stockholders subscription rights ("Rights") to purchase shares of common stock of Liberte at a purchase price of $4.00 per share.

2. On December 15, 2003, HG/F entered into a certain Backstop Agreement (the "Backstop Agreement") with Liberte, pursuant to which HG/F agreed to purchase all Rights that were not exercised by stockholders of Liberte upon expiration of the Rights Offering. As of May 21, 2004, completed and executed certificates representing 35,482 Rights (the "Backstop Rights") were not properly delivered to the subscription agent for the Rights Offering in accordance with the Notice of Guaranteed Delivery procedures for the Rights Offering. On May 21, 2004, pursuant to its obligations under the Backstop Agreement, HG/F acquired the Backstop Rights and exercised the Backstop Rights to acquire 35,482 shares of common stock at a purchase price of $4.00 per share.

3. Includes (i) 563,728 shares held by Mr. Ford, (ii) 12,919,408 shares held by HG/F and (iii) 1,229,718 shares held by TCRT.

4. Not applicable.

5. Mr. Ford expressly disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest therein.

	/s/ Gerald J. Ford	05/24/2004
	** 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 4 (b)(v).
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