| 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(2)(3)(4)(5) | I | 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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| 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"). DSC AFFM Manager LLC, a Delaware limited liability company, is the sole manager of DSC AFFM, LLC, a Delaware limited liability company, which owns a 50% membership interest in NAL. DSC Master Fund owns a 79.5% membership interest in DSC AFFM, LLC, and Neil G. Bluhm and LAMB Partners, an Illinois general partnership, collectively own a 20.5% membership interest in DSC AFFM, LLC. |
| 2. On August 30, 2005, DSC AFFM, LLC contributed the 1,459,699 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. DSC AFFM Manager LLC and Andrew G. Bluhm may be deemed to be part of a group with NAL, Affirmative Investment LLC, a Delaware limited liability company, Affirmative Associates LLC, a Delaware limited liability company, NAL and J. Christopher Flowers 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 that are beneficially owned by NAL. |
| 4. DSC AFFM Manager LLC does not hold any pecuniary interest in DSC AFFM, LLC or in the reported securities. However, DSC AFFM Manager LLC is the managing member of DSC AFFM, LLC and has shared control over the voting and disposition of the reported securities. DSC AFFM Manager 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 DSC AFFM Manager LLC has beneficial ownership of such securities for purposes of Section 16 of the Exchange Act, or for any other purposes. |
| 5. Andrew G. Bluhm holds an indirect interest in the reported securities through limited partnership interests he holds in Delaware Street Capital Master Fund, L.P. and LAMB Partners. Mr. Bluhm is also the sole managing member of DSC AFFM Manager LLC and therefore controls DSC AFFM Manager LLC and DSC AFFM, LLC. Mr. Bluhm 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. Bluhm has beneficial ownership of such securities for purposes of Section 16 of the Exchange Act, or for any other purposes. |
| DSC AFFM Manager LLC /s/ Andrew G. Bluhm Title: Authorized Person | 09/01/2005 | |
| Andrew G. Bluhm /s/ Andrew G. Bluhm | 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. | ||