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