| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
AFFIRMATIVE INSURANCE HOLDINGS INC [ AFFM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/30/2005 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock, par value $.01 per share | 08/30/2005 | 08/30/2005 | P | 5,218,228(1) | A | $15 | 7,860,927 | I(2)(3)(4)(5) | Owned by New Affirmative LLC | |
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. The amount reported represents 5,218,228 shares of common stock, par value $.01 per share ("Common Stock") of Affirmative Insurance Holdings, Inc. which were acquired by New Affirmative LLC ("NAL") on August 30, 2005 pursuant to a Stock Purchase Agreement, dated as of June 14, 2005 (the "Stock Purchase Agreement"), by and among Vesta Insurance Group Inc., Vesta Fire Insurance Corporation, NAL, and solely for certain sections thereof, J.C. Flowers I LP, and Delaware Street Capital Master Fund, L.P. ("DSC Master Fund"). Affirmative Associates LLC, a Delaware limited liability company, is the sole manager of Affirmative Investment LLC, a Delaware limited liability company, which owns a 50% membership interest in NAL. |
| 2. On August 30, 2005, DSC AFFM, LLC contributed the 1,183,000 shares of Common Stock of Affirmative Insurance Holdings, Inc. it owned to NAL. |
| 3. The amount reported represents 7,860,927 shares of Common Stock of Affirmative Insurance Holdings, Inc. that are owned beneficially and of record by NAL. Affirmative Investment LLC, NAL, J. Christopher Flowers and Affirmative Associates LLC may be deemed to be part of a group with DSC AFFM Manager LLC, a Delaware limited liability company, and Andrew G. Bluhm and, accordingly, may be deemed, for the purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended and the rules promulgated thereunder (the "Exchange Act"), to beneficially own the 7,860,927 shares of Common Stock of Affirmative Insurance Holdings, Inc. that are beneficially owned by DSC AFFM Manager LLC and Andrew G. Bluhm. The reporting persons do not have any pecuniary interest in such securities and disclaim beneficial ownership of such securities for purposes of Section 16 of the Exchange Act, or for any other purposes. |
| 4. Affirmative Associates LLC does not hold any pecuniary interest in Affirmative Investment LLC or in the reported securities. However, Affirmative Associates LLC is the managing member of Affirmative Investment LLC and has shared control over the voting and disposition of the reported securities. Affirmative Associates LLC disclaims beneficial ownership of the reported securities except to the extent of any pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed to be an admission that Affirmative Associates LLC has beneficial ownership of such securities for purposes of Section 16 of the Exchange Act, or for any other purposes. |
| 5. J. Christopher Flowers holds an indirect interest in the reported securities through a pecuniary interest in, and his indirect control of, J.C. Flowers I LP, a Delaware limited partnership. J.C. Flowers I LP owns an 86% membership interest in Affirmative Investment LLC. Mr. Flowers is also the sole managing member of Affirmative Associates LLC, which is the manager of Affirmative Investment LLC. Mr. Flowers therefore controls Affirmative Investment LLC and Affirmative Associates LLC. Mr. Flowers disclaims beneficial ownership of the reported securities except to the extent of any pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed to be an admission that Mr. Flowers has beneficial ownership of such securities for purposes of Section 16 of the Exchange Act, or for any other purposes. |
| Affirmative Investment LLC /s/ Avshalom Kalichstein Title: Authorized Person | 09/01/2005 | |
| Affirmative Associates LLC /s/ Avshalom Kalichstein Title: Authorized Person | 09/01/2005 | |
| J. Christopher Flowers /s/ J. Christopher Flowers | 09/01/2005 | |
| ** 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). | ||
| ** 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 Number. | ||