0001181431-13-033679.txt : 20130607
0001181431-13-033679.hdr.sgml : 20130607
20130607185927
ACCESSION NUMBER: 0001181431-13-033679
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20130605
FILED AS OF DATE: 20130607
DATE AS OF CHANGE: 20130607
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: SIGNATURE GROUP HOLDINGS, INC.
CENTRAL INDEX KEY: 0000038984
STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-ELECTRICAL APPARATUS & EQUIPMENT, WIRING SUPPLIES [5063]
IRS NUMBER: 952815260
STATE OF INCORPORATION: NV
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 15303 VENTURA BLVD.
STREET 2: SUITE 1600
CITY: SHERMAN OAKS
STATE: CA
ZIP: 91403
BUSINESS PHONE: (805) 409-4340
MAIL ADDRESS:
STREET 1: 15303 VENTURA BLVD.
STREET 2: SUITE 1600
CITY: SHERMAN OAKS
STATE: CA
ZIP: 91403
FORMER COMPANY:
FORMER CONFORMED NAME: SIGNATURE GROUP HOLDINGS INC
DATE OF NAME CHANGE: 20100615
FORMER COMPANY:
FORMER CONFORMED NAME: FREMONT GENERAL CORP
DATE OF NAME CHANGE: 19920703
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Bouchard Craig T
CENTRAL INDEX KEY: 0001382925
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-08007
FILM NUMBER: 13901874
MAIL ADDRESS:
STREET 1: C/O SIGNATURE GROUP HOLDINGS, INC.
STREET 2: 15303 VENTURA BLVD., STE. 1600
CITY: SHERMAN OAKS
STATE: CA
ZIP: 91403
4
1
rrd382436.xml
BOUCHARD INITIAL FORM 4
X0306
4
2013-06-05
0
0000038984
SIGNATURE GROUP HOLDINGS, INC.
SGGH
0001382925
Bouchard Craig T
C/O SIGNATURE GROUP HOLDINGS, INC.
15303 VENTURA BLVD., STE. 1600
SHERMAN OAKS
CA
91403
1
1
0
0
CEO
Common Stock
2013-06-05
4
A
0
250000
0.0
A
250000
D
Common Stock
2013-06-07
4
P
0
40500
0.6983
A
440500
I
By Bouchard 10S LLC
Non-qualified stock option (right-to-buy)
0.85
2013-06-05
4
A
0
500000
0.00
A
2013-12-05
2023-06-05
Common Stock
500000
500000
D
Non-qualified stock option (right-to-buy)
1.00
2013-06-05
4
A
0
1500000
0.00
A
2023-06-05
Common Stock
1500000
1500000
D
A total 250,000 shares of restricted common stock were issued to Mr. Bouchard on his start date under the Amended and Restated Signature Group Holdings, Inc. 2006 Performance Incentive Plan (the "Plan") and the Restricted Stock Agreement by and between Signature Group Holdings, Inc. (the "Company") and Mr. Bouchard thereunder. The 250,000 shares shall vest on January 1, 2014, subject to the vesting restrictions provided for in the Restricted Stock Agreement, provided that Mr. Bouchard remains in the Company's service as of that date (or in connection with Mr. Bouchard's death, permanent disability, termination by the Company not for cause (as defined in his Employment Agreement) or his resignation within 90 days following a change in control of the Company (as defined in his Employment Agreement).
The restricted shares were issued as an inducement for Mr. Bouchard to accept employment with the Company.
A total 2,000,000 options were issued to Mr. Bouchard on his start date under the Plan and the Non-Qualified Stock Option Agreement by and between the Company and Mr. Bouchard thereunder.
500,000 options shall vest on December 5, 2013, the six month anniversary of the grant date.
The options were issued as an inducement for Mr. Bouchard to accept employment with the Company.
Mr. Bouchard intends to transfer the shares/options as applicable to Bouchard 10S LLC in the normal course of his business in the future. Mr. Bouchard is the Managing Member of Bouchard 10S LLC.
500,000 options shall vest on each of June 5, 2014 and December 5, 2014, the twelve and eighteen month anniversaries of the grant date, respectively. The remaining 500,000 options shall vest as of June 5, 2015, the twenty-four month anniversary of the grant date, if either (i) the Company's common stock shall have been trading above $1.25 per share and shall have closed above $1.25 per share for ten (10) of the twenty (20) trading days immediately preceding such date, or (ii) the "weighted average trading price" for the ten (10) trading day period immediately preceding the last trading day immediately preceding such date averages or exceeds $1.25.
This transaction was executed in multiple trades at prices ranging from $0.70 to $0.6882. The price reported above in Column 4 of Table I reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer complete information regarding the number of shares and prices at which each of the individual transactions was effected.
Bouchard 10S LLC and Mr. Bouchard may be deemed the beneficial owners of the shares of common stock owned by Bouchard 10S LLC, and over which Bouchard 10S LLC has voting and dispositive power, as Mr. Bouchard is the Managing Member of Bouchard 10S LLC.
/s/ Craig T. Bouchard
2013-06-07