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
SIGNATURE GROUP HOLDINGS INC [ SGGH.PK ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/11/2010 | ||||||||||||||||||||||||||
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 | 100,000 | D | ||||||||
Common Stock | 06/11/2010 | 06/11/2010 | P | 612,500 | A | $0.8 | 2,697,772 | I | Kenneth Grossman Pension Plan | |
Common Stock | 221,301 | I | Grossman Family Limited Partnership | |||||||
Common Stock | 390,000 | I | Kenneth Grossman IRA | |||||||
Common Stock | 06/11/2010 | 06/11/2010 | P | 475,000(1) | A | $0.8 | 475,000(1) | I | Partnership | |
Common Stock | 06/11/2010 | 06/11/2010 | P | 237,500 | A | $0.8 | 237,500 | I | Jeanne Grossman - Mother | |
Trust Originated Preferred Securities 9% | 06/11/2010 | 07/16/2010 | J/K(2) | 27,995(2) | D | $24.78(3) | 0(2) | I | Kenneth Grossman Pension Plan | |
Common Stock | 06/11/2010 | 06/25/2010 | J/K(2) | 146,974(2) | A | $0.72(4) | 146,974(2) | I | Kenneth Grossman Pension Plan | |
Note @ 9% | 06/11/2010 | 07/16/2010 | J/K(2) | 54.59(2) | A | $5,000(5) | 54.59(2) | I | Kenneth Grossman Pension Plan |
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 | ||||||||
Warrants | $1.03 | 06/01/2010 | 06/11/2010 | P | 620,000(6) | 06/11/2010 | 06/11/2020 | Signature Group Holdings, Inc. - Common Shares | 620,000(6) | $0.02 | 3,100,000(6) | D | |||
Warrants | $1.03 | 06/11/2010 | 06/11/2010 | P | 620,000(6) | 06/11/2011 | 06/11/2020 | Signature Group Holdings, Inc. - Common Shares | 620,000(6) | $0.02 | 3,100,000(6) | D | |||
Warrants | $1.03 | 06/11/2010 | 06/11/2010 | P | 620,000(6) | 06/11/2012 | 06/11/2020 | Signature Group Holdings, Inc. - Common Shares | 620,000(6) | $0.02 | 3,100,000(6) | D | |||
Warrants | $1.03 | 06/11/2010 | 06/11/2010 | P | 620,000(6) | 06/11/2013 | 06/11/2020 | Signature Group Holding, Inc. - Common Shares | 620,000(6) | $0.02 | 3,100,000(6) | D | |||
Warrants | $1.03 | 06/11/2010 | 06/11/2010 | P | 620,000(6) | 06/11/2014 | 06/11/2020 | Signature Group Holding, Inc. - Common Shares | 620,000(6) | $0.02 | 3,100,000(6) | D |
Explanation of Responses: |
1. On June 11, 2010 Atlantic Beach Partners purchased 475,000 common shares of Signature Group Holdings, Inc (SGGH.PK) at $0.80 per share. Kenneth Grossman is a partner in Atlantic Beach with his brother. |
2. On June 11, 2010, pursuant to a Chapter 11 Plan of Reorganization of Fremont General Corporation, the Kenneth Grossman Pension Plan exchanged 27,995 shares of Trust Originated Preferred Securities (TOPrS) for cash of $11.25 per TOPrS share, 5.25 common shares of Signature Group Holdings, Inc. (SGGH.PK) per TOPrS share and 9% Notes of $9.75 in principal per TOPrS share in denonimations of $5,000. |
3. The TOPrS disposition price per share on conversion is calculated as follows: Cash of $11.25 per TOPrS share + Notes of $9.75 in principal per TOPrS share + $3.78 (5.25 Common Shares per TOPrS share @ $.72 per common share) = $24.78 |
4. The Closing Price of SGGH.PK on the Plan effective date of June 11, 2010 was $.72 |
5. The Notes acquisition price is based on denominations of $5,000 units @ $9.75 in prinicpal per TOPrS share. (27,995 x 9.75) / $5,000 = 54.59 Notes in denominations of $5,000 each. |
6. On June 11, 2010, Kenneth Grossman acquired 3,100,000 Warrants for $0.02 per warrant share to purchase common shares in Signature Group Holdings, Inc. (SGGH.PK) at $1.03 per share. The Warrants vest as to common stock as follows: 20% on the Effective Date June 11, 2010, and 20% each year in annual installments thereafter until the Warrants are fully vested on the fourth anniversary date of the Effective Date. |
/s/ Kenneth Grossman | 08/02/2010 | |
** 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. |