X0304 4/A 2011-12-31 2012-01-04 0 0001361025 DCP Holding CO None 0001375571 Carl Michael 6204 RIDE AVENUE CINCINNATI OH 45213 1 0 0 0 Class B Common Shares 2011-12-31 4 M 0 14 0 A 25 D Class B Common Shares 2012-01-02 4 A 0 13 0 A 38 D Restricted Share Units 2011-12-31 4 M 0 14 0 D Class B Common Shares 14 84 D Restricted Share Units granted to the Reporting Person pursuant to the Issuer's 2006 Dental Care Plus Management Equity Incentive Plan. Each Restricted Share Unit is the economic equivalent of one Class B Common Share of Issuer. The Restricted Share Units are subject to forfeiture if the Reporting Person does not attend 75% of the regularly scheduled meetings of the Board of Directors in 2012. Each Restricted Share Unit is the economic equivalent of one Class B Common Share of Issuer. Settlement of Restricted Share Units granted to the Reporting Person in 2011. The Restricted Share Units granted to the Reporting Person in 2011 became fully vested and nonforfeitable upon the Reporting Person's attendance of 75% of the regularly scheduled meetings of the Board of Directors in 2011. Remarks: This Form 4/A amends and replaces, in its entirety, the Form 4 filed by the Reporting Person on January 4, 2012. Such Form 4 erroneously described the Number of Derivative Securities in Column 5 of Table II as being Acquired rather than Disposed. /s/ Thomas W. Kahle, Esq., Attorney-in-Fact for Michael Carl 2012-01-05