X0303 4 2010-10-15 1 0001118148 AMERICAN PHYSICIANS CAPITAL INC ACAP 0001113303 STILWELL JOSEPH 111 BROADWAY 12TH FLOOR NEW YORK NY 10006 1 0 1 0 Common Stock 2010-10-15 5 G 0 E 5000 0 D 95000 D Common Stock 2010-10-15 5 G 0 E 5000 0 A 5000 I By Foundation Common Stock 2010-10-22 4 U 0 5000 41.50 D 0 I By Foundation Common Stock 2010-10-22 4 U 0 95000 41.50 D 0 D Common Stock 2010-10-22 4 U 0 479600 41.50 D 0 I By SVP II Common Stock 2010-10-22 4 U 0 403034 41.50 D 0 I By SVP V Common Stock 2010-10-22 4 U 0 2566 41.5 D 0 I By Stilwell Partners, L.P. Common Stock 2010-10-22 4 U 0 16000 41.50 D 0 I By S.A.L.I. Common Stock 2010-10-22 4 U 0 13332 41.50 D 0 I By Offshore Common Stock 2010-10-22 4 U 0 51566 41.50 D 0 I By Associates All share amounts have been adjusted for the four-for-three stock split effected July 31, 2009. On October 15, 2010, Mr. Stilwell donated 5,000 shares to the Margaret de Fleur Foundation of which he is the sole trustee. Mr. Stilwell disclaims beneficial ownership of the shares held by the Foundation, and this report should not be deemed an admission that the reporting person is the beneficial owner of the Foundation's shares for purposes of Section 16 or for any other purpose. Disposed of pursuant to the merger agreement between the issuer and The Doctors Company in exchange for $41.50 per share in cash. Stilwell Value Partners II, L.P. ("SVP II"), Stilwell Value Partners V, L.P. ("SVP V"), and Stilwell Associates, L.P. ("Associates") are private investment partnerships of which Stilwell Value LLC is general partner. Joseph Stilwell is the managing and sole member of Stilwell Value LLC. Mr. Stilwell is also the general partner of Stilwell Partners, L.P., the managing and sole member of Stilwell Advisors LLC, which is the general partner of Stilwell Associates Insurance Fund of the S.A.L.I. Multi-Series Fund L.P. ("S.A.L.I."), and the managing and sole member of Stilwell Management LLC, which is the managing and sole member of Stilwell Offshore Ltd. ("Offshore"). Mr. Stilwell disclaims beneficial ownership of these shares except to the extent of his pecuniary interest in the shares. In July 2009, SVP V transferred 18,666 shares to Associates, 16,000 shares to S.A.L.I. and 6,666 shares to Offshore. Mr. Stilwell has a 5.5% indirect pecuniary interest in the 46,666 shares held by Stilwell Partners, L.P. In April 2009, Associates transferred 6,666 shares to Offshore. In July 2009, Associates acquired 18,666 shares from SVP V. Mr. Stilwell has a 22.1% indirect pecuniary interest in the 233,332 shares held by Associates. Joseph Stilwell 2010-10-26