| 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 ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/08/2011 | ||||||||||||||||||||||||||
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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 | ||||||
| Restricted Common Stock | 08/02/2011 | A | 416,667 | A | $0.56 | 416,667 | D | |||
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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 | ||||||||
| Nonqualified Stock Options | $0.572 | 08/08/2011 | A | 405,000 | 02/08/2012 | 08/08/2021 | Signature Group Holdings, Inc. Common Shares | 405,000 | $0 | 1,620,000 | D | ||||
| Nonqualified Stock Options | $0.572 | 08/08/2011 | A | 405,000 | 02/08/2013 | 08/08/2021 | Signature Group Holdings, Inc. Common Shares | 405,000 | $0 | 1,620,000 | D | ||||
| Nonqualified Stock Options | $0.572 | 08/08/2011 | A | 405,000 | 02/08/2014 | 08/08/2021 | Signature Group Holdings, Inc. Common Shares | 405,000 | $0 | 1,620,000 | D | ||||
| Nonqualified Stock Options | $0.572 | 08/08/2011 | A | 405,000 | 07/01/2015 | 08/08/2021 | Signature Group Holdings, Inc. Common Shares | 405,000 | $0 | 1,620,000 | D | ||||
| Explanation of Responses: |
| Remarks: |
| On August 2, 2011, pursuant to his Employment Agreement and subject to the terms of his Restricted Stock Award Agreement ("the RSA") Mr. Ross was granted 416,667 restricted shares of Signature Group Holdings, Inc. ("the Company") common stock which shall vest on December 31, 2013. On August 8, 2011, pursuant to his Employment Agreement and subject to the terms of his Non-Qualfied Stock Option Agreement (the Option Agreement"), Mr. Ross was granted options to purchase 1,620,000 shares of Signature Group Holdings, Inc. ("the Company") common stock at the average of the closing prices of the Company's common stock for the 3 business-day period ending on the business day immediately before the award date, subject to adjustment pursuant to the terms of the Company's 2006 Performance Incentive Plan. The options shall vest as follows: (i) 25% on the 6 month anniversary of the award date; (ii) 25% on the 18 month anniversary of the award date; (iii) 25% on the 30 month anniversary of the award date; and (iv) 25% on July 1, 2015, with this final tranche subject to the Company's common stock achieving certain trading prices as of such date. See the Company's Form 8-K/A filed on August 4, 2011 for further details. |
| Kyle Ross | 08/08/2011 | |
| ** 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. | ||