SEC FORM 3/A

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Kusumi Gary Y

(Last)

(First)

(Middle)

150 HARVESTER DRIVE

SUITE 300

(Street)

BURR RIDGE

60527

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/18/2011

3. Issuer Name and Ticker or Trading Symbol
AFFIRMATIVE INSURANCE HOLDINGS INC [ AFFM ]

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

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

5. If Amendment, Date of Original Filed (Month/Day/Year)
04/14/2010

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)
Common Stock, $0.01 par value (Restricted)⁽¹⁾⁽²⁾⁽³⁾	210,000⁽²⁾⁽³⁾	D⁽⁴⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)

Explanation of Responses:

1. The restricted stock granted to the Reporting Person must meet both performance and time-based vesting criteria before becoming vested awards. Subject to certain exceptions and conditions included in the restricted stock award agreement, one-third of the shares of restricted stock granted to the Reporting Person will vest if the Issuer's stock price reaches $5.00 per share by the 18-month anniversary of the Transaction Date, one-third of the shares of restricted stock granted to the Reporting Person will vest if the Issuer's stock price reaches $10.00 by the third anniversary of the Transaction Date and one-third of the shares of restricted stock granted to the Reporting Person will vest if the Issuer's stock price reaches $15.00 by the fourth anniversary of the Transaction Date. If the performance conditions referenced above have been met, then, on each of the five anniversaries of the Transaction Date, 20% of the shares of restricted stock granted to the Reporting Person will vest.

2. Generally, vesting will not occur for any portion of the shares of restricted stock granted to the Reporting Person to the extent the stock price thresholds expressed in Footnote 1 have not been met.

3. The Reporting Person has executed an irrevocable proxy in favor of a third-party with respect to the restricted stock grant reflected in this Report, such irrevocable proxy being subject to certain termination provisions set forth therein.

4. The Reporting Person filed his initial Report on Form 3 with the SEC on on a timely basis on 4/14/2010 under an erroneous filing code. The Reporting Person has not owned any equity or derivative securities of the Issuer from the time of his employment with the Issuer until the Transaction Date of this Report. Other than the 210,000 restricted shares of common stock described in this Report, as of March 18, 2011, the Reporting Person owns no other equity or derivative securities of the Issuer.

	/s/ Gary Y. Kusumi	03/21/2011
	** 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.
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