SEC Form 4

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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Southpaw Asset Management LP (Last) (First) (Middle) TWO GREENWICH OFFICE PARK (Street) GREENWICH CT 06831 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol ALLIED DEFENSE GROUP INC [ ADGI ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 03/02/2012
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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	03/02/2012		S		2,883	D	$3.38	0(1)(2)	I	See Footnote(1)(2)(3)
Common Stock	03/02/2012		P		2,883	A	$3.38	2,883(1)(2)	I	See Footnote(1)(2)(4)
Common Stock	05/16/2012		S		33,236	D	$3.15	0(1)(2)	I	See Footnote(1)(2)(5)
Common Stock	05/16/2012		P		31,762	A	$3.15	794,002(1)(2)	I	See Footnote(1)(2)(6)
Common Stock	05/16/2012		P		954	A	$3.15	26,136(1)(2)	I	See Footnote(1)(2)(7)
Common Stock	05/16/2012		P		520	A	$3.15	15,548(1)(2)	I	See Footnote(1)(2)(8)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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* Southpaw Asset Management LP (Last) (First) (Middle) TWO GREENWICH OFFICE PARK (Street) GREENWICH CT 06831 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Southpaw Holdings LLC (Last) (First) (Middle) TWO GREENWICH OFFICE PARK (Street) GREENWICH CT 06831 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Wyman Kevin (Last) (First) (Middle) TWO GREENWICH OFFICE PARK (Street) GREENWICH CT 06831 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Golden Howard (Last) (First) (Middle) TWO GREENWICH OFFICE PARK (Street) GREENWICH CT 06831 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The filing of this Form 4 shall not be construed as an admission that (i) Southpaw Asset Management LP ("Southpaw Management"), (ii) Southpaw Holdings LLC ("Southpaw Holdings"), (iii) Kevin Wyman, or (iv) Howard Golden is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended, the beneficial owner of any of shares of common stock ("Common Stock") of The Allied Defense Group, Inc., a Delaware corporation (the "Issuer"), held by Southpaw Credit Opportunity Master Fund LP (the "Credit Fund"), Southpaw Equity Opportunity Master Fund LP (the "Equity Fund" and, together with the Credit Fund, the "Funds") and certain managed accounts (the "Managed Accounts") and a proprietary account.

2. Pursuant to Rule 16a-1, Southpaw Management, Southpaw Holdings, Mr. Wyman and Mr. Golden disclaim beneficial ownership beyond their pecuniary interest.

3. Prior to the sale described in this transaction, the Equity Fund held shares of Common Stock for its own account. Southpaw Management serves as the investment manager of the Equity Fund. Southpaw Management or its affiliate receives a performance-based and an asset-based fee for managing the investments of the Equity Fund. Southpaw Holdings reports the shares of Common Stock held indirectly by Southpaw Management, because, as the general partner of Southpaw Management at the time of purchase, it controlled the disposition and voting of the securities. Messrs. Wyman and Golden report the shares of Common Stock held indirectly by Southpaw Management because, as the managing members of Southpaw Holdings at the time of sale, they controlled the disposition and voting of the securities.

4. Southpaw Management holds these shares of Common Stock indirectly through the account of a proprietary account, of which Southpaw Management serves as the investment manager. Southpaw Holdings reports the shares of Common Stock held indirectly by Southpaw Management, because, as the general partner of Southpaw Management at the time of purchase, it controlled the disposition and voting of the securities. Messrs. Wyman and Golden report the shares of Common Stock held indirectly by Southpaw Management because, as the managing members of Southpaw Holdings at the time of purchase, they controlled the disposition and voting of the securities.

5. Prior to the sale described in this transaction, Southpaw Management held shares of Common Stock indirectly through the account of one of its Managed Accounts ("Managed Account C"), of which Southpaw Management serves as the investment manager. Southpaw Management or its affiliate receives a performance-based and an asset-based fee for managing the investments of the Managed Accounts. Southpaw Holdings reports the shares of Common Stock held indirectly by Southpaw Management, because, as the general partner of Southpaw Management at the time of sale, it controlled the disposition and voting of the securities. Messrs. Wyman and Golden report the shares of Common Stock held indirectly by Southpaw Management because, as the managing members of Southpaw Holdings at the time of purchase, they controlled the disposition and voting of the securities.

6. The Credit Fund holds these shares of Common Stock for its own account. Southpaw Management serves as the investment manager of the Credit Fund. Southpaw Management or its affiliate receives a performance-based and an asset-based fee for managing the investments of the Credit Fund. Southpaw Holdings reports the shares of Common Stock held indirectly by Southpaw Management, because, as the general partner of Southpaw Management at the time of purchase, it controlled the disposition and voting of the securities. Messrs. Wyman and Golden report the shares of Common Stock held indirectly by Southpaw Management because, as the managing members of Southpaw Holdings at the time of purchase, they controlled the disposition and voting of the securities.

7. Southpaw Management holds these shares of Common Stock indirectly through the account of one of its Managed Accounts ("Managed Account A"), of which Southpaw Management serves as the investment manager. Southpaw Management or its affiliate receives a performance-based and an asset-based fee for managing the investments of the Managed Accounts. Southpaw Holdings reports the shares of Common Stock held indirectly by Southpaw Management, because, as the general partner of Southpaw Management at the time of purchase, it controlled the disposition and voting of the securities. Messrs. Wyman and Golden report the shares of Common Stock held indirectly by Southpaw Management because, as the managing members of Southpaw Holdings at the time of purchase, they controlled the disposition and voting of the securities.

8. Southpaw Management holds these shares of Common Stock indirectly through the account of one of its Managed Accounts ("Managed Account B"), of which Southpaw Management serves as the investment manager. Southpaw Management or its affiliate receives a performance-based and an asset-based fee for managing the investments of the Managed Accounts. Southpaw Holdings reports the shares of Common Stock held indirectly by Southpaw Management, because, as the general partner of Southpaw Management at the time of purchase, it controlled the disposition and voting of the securities. Messrs. Wyman and Golden report the shares of Common Stock held indirectly by Southpaw Management because, as the managing members of Southpaw Holdings at the time of purchase, they controlled the disposition and voting of the securities.

	/s/ Howard Golden, managing member, Southpaw Holdings LLC, general partner, Southpaw Asset Management LP	10/23/2012
	/s/ Howard Golden, managing member, Southpaw Holdings LLC	10/23/2012
	/s/ Kevin Wyman	10/23/2012
	/s/ Howard Golden	10/23/2012
	** 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).
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