SEC FORM 4

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

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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^*

WHITEBOX ADVISORS LLC

(Last)

(First)

(Middle)

3033 EXCELSIOR BOULEVARD, SUITE 300

(Street)

MINNEAPOLIS

55416

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PENN TREATY AMERICAN CORP [ PTA ]

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)
05/24/2005

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽³⁾	06/02/2005		S		1,000	D	$2.23	2,017⁽⁷⁾	I	Refer to Footnote⁽⁸⁾⁽⁹⁾⁽¹⁰⁾
Common Stock⁽¹⁾	06/03/2005		S		15,900	D	$2.26	2,017⁽⁷⁾	I	Refer to Footnote⁽⁸⁾⁽⁹⁾⁽¹⁰⁾
Common Stock⁽²⁾	06/03/2005		S		15,900	D	$2.26	2,017⁽⁷⁾	I	Refer to Footnote⁽⁸⁾⁽⁹⁾⁽¹⁰⁾
Common Stock⁽³⁾	06/03/2005		S		2,300	D	$2.26	2,017⁽⁷⁾	I	Refer to Footnote⁽⁸⁾⁽⁹⁾⁽¹⁰⁾
Common Stock⁽¹⁾	06/06/2005		S		12,800	D	$2.31	2,017⁽⁷⁾	I	Refer to Footnote⁽⁸⁾⁽⁹⁾⁽¹⁰⁾
Common Stock⁽²⁾	06/06/2005		S		12,800	D	$2.31	2,017⁽⁷⁾	I	Refer to Footnote⁽⁸⁾⁽⁹⁾⁽¹⁰⁾
Common Stock⁽³⁾	06/06/2005		S		1,900	D	$2.31	2,017⁽⁷⁾	I	Refer to Footnote⁽⁸⁾⁽⁹⁾⁽¹⁰⁾
Common Stock⁽²⁾	06/07/2005		S		6,300	D	$2.38	2,017⁽⁷⁾	I	Refer to Footnote⁽⁸⁾⁽⁹⁾⁽¹⁰⁾
Common Stock⁽¹⁾	06/07/2005		S		9,400	D	$2.38	2,017⁽⁷⁾	I	Refer to Footnote⁽⁸⁾⁽⁹⁾⁽¹⁰⁾
Common Stock⁽³⁾	06/07/2005		S		900	D	$2.38	2,017⁽⁷⁾	I	Refer to Footnote⁽⁸⁾⁽⁹⁾⁽¹⁰⁾
Common Stock⁽²⁾	06/08/2005		S		27,200	D	$2.46	2,017⁽⁷⁾	I	Refer to Footnote⁽⁸⁾⁽⁹⁾⁽¹⁰⁾
Common Stock⁽¹⁾	06/08/2005		S		26,600	D	$2.46	2,017⁽⁷⁾	I	Refer to Footnote⁽⁸⁾⁽⁹⁾⁽¹⁰⁾
Common Stock⁽³⁾	06/08/2005		S		3,900	D	$2.46	2,017⁽⁷⁾	I	Refer to Footnote⁽⁸⁾⁽⁹⁾⁽¹⁰⁾
Common Stock⁽²⁾	06/09/2005		S		7,300	D	$2.47	2,017⁽⁷⁾	I	Refer to Footnote⁽⁸⁾⁽⁹⁾⁽¹⁰⁾
Common Stock⁽¹⁾	06/09/2005		S		7,100	D	$2.47	2,017⁽⁷⁾	I	Refer to Footnote⁽⁸⁾⁽⁹⁾⁽¹⁰⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

WHITEBOX ADVISORS LLC

(Last)

(First)

(Middle)

3033 EXCELSIOR BOULEVARD, SUITE 300

(Street)

MINNEAPOLIS

55416

(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^*

Whitebox Hedged High Yield Partners, L.P.

(Last)

(First)

(Middle)

3033 EXCELSIOR BOULEVARD, SUITE 300

(Street)

MINNEAPOLIS

55416

(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^*

Whitebox Hedged High Yield Fund, L.P.

(Last)

(First)

(Middle)

3033 EXCELSIOR BOULEVARD, SUITE 300

(Street)

MINNEAPOLIS

55416

(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^*

Whitebox Hedged High Yield Fund, Ltd.

(Last)

(First)

(Middle)

3033 EXCELSIOR BOULEVARD, SUITE 300

(Street)

MINNEAPOLIS

55416

(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^*

Whitebox Intermarket Advisors, LLC

(Last)

(First)

(Middle)

3033 EXCELSIOR BOULEVARD, SUITE 300

(Street)

MINNEAPOLIS

55416

(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. Reporting Person is Whitebox Convertible Arbitrage Partners, L.P. ("WCAP").

2. Reporting Person is Whitebox Hedged High Yield Partners, L.P. ("WHHYP").

3. Reporting Person is Whitebox Diversified Convertible Arbitrage Partners, L.P. ("WDCAP").

7. Each of WCAP, WHHYP, WDCAP, PSP, WIP and Whitebox Advisors, LLC beneficially own Convertible Subordinated Notes of which the Common Stock of Penn Treaty American Corporation is the underlying security.

8. The general partner of WCAP, is Whitebox Convertible Arbitrage Advisors, LLC ("WCAA"), which manages accounts for the benefit of its clients WCAP, Whitebox Convertible Arbitrage Fund, L.P. ("WCAFLP") and Whitebox Convertible Arbitrage Fund, Ltd. ("WCAFLTD"); the general partner of WHHYP is Whitebox Hedged High Yield Advisors, LLC ("WHHYA"), which manages accounts for the benefit of its clients WHHYP, Whitebox Hedged High Yield Fund, L.P. ("WHYYFLP") and Whitebox Hedged High Yield Fund, Ltd. ("WHHYFLTD"); the general partner of WIP is Whitebox Intermarket Advisors, LLC ("WIA"), which manages accounts for the benefit of its clients WIP, Whitebox Intermarket Fund, L.P. ("WIFLP") and Whitebox Intermarket Fund, Ltd. ("WIFLTD"). The managing member and controlling owner of each of WCAA, WHHYA and WIA is Whitebox Advisors, LLC. (Cont. in footnote 9)

9. The general partner of PSP is Pandora Select Advisors, LLC ("PSA"), which manages accounts for the benefit of its clients PSP, Pandora Select Fund, L.P. ("PSFLP") and Pandora Select Fund, Ltd. ("PSFLTD"). The general partner of WDCAP is Whitebox Diversified Convertible Arbitrage Advisors, LLC ("WDCAA"), which manages accounts for the benefit of its clients WDCAP Whitebox Diversified Convertible Arbitrage Fund, L.P. ("WDCAFLP") and Whitebox Diversified Convertible Arbitrage Fund, Ltd. ("WDCAFLTD"). The managing member and controlling owner of each of PSA and WDCAA is AJR Financial, LLC. Whitebox Advisors, LLC and AJR Financial, LLC each have the same sole owner and managing member. (Cont. in footnote 10)

10. Based on the relationships described herein, these entities may be deemed to constitute a "group" within the meaning of Rule 13d-5(b)(1) under the Securities Exchange Act of 1934. The filing of this statement shall not be construed as an admission that Whitebox Advisors, LLC, AJR Financial, LLC, WCCA, WHHYA, WIA, PSA, WDCAA, WCAP, WHHYP, WIP, PSP, WDCAP, WCAFLP, WHHYFLP, WIFLP, PSFLP, WDCAFLP, WCAFLTD, WHHYFLTD, WIFLTD, PSFLTD and WDCAFLTD are a group, or have agreed to act as a group. Whitebox Advisors, LLC, AJR Financial, LLC, WCCA, WHHYA, WIA, PSA, WDCAA, WCAP, WHHYP, WIP, PSP, WDCAP, WCAFLP, WHHYFLP, WIFLP, PSFLP, WDCAFLP, WCAFLTD, WHHYFLTD, WIFLTD, PSFLTD and WDCAFLTD each disclaim beneficial ownership of such shares of common stock except to the extent of their pecuniary interest in such shares.

Remarks:

For additional transactions, also refer to the three Form 4s filed concurrently herewith by the Reporting Persons.

	/s/ Jonathan D. Wood, Chief Financial Officer for Whitebox Advisors, LLC	07/11/2005
	Whi;tebox Hedged High Yield Partners, L.P.	07/11/2005
	Whitebox Hedged High Yield Fund, L.P.	07/11/2005
	Whitebox Hedged High Yield Fund, Ltd.	07/11/2005
	Whitebox Intermarket Advisors, LLC	07/11/2005
	** 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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