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*
Forest Hill Capital, LLC

(Last) (First) (Middle)
100 MORGAN KEEGAN DRIVE
SUITE 430

(Street)
LITTLE ROCK AR 72202

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Terra Nova Financial Group Inc [ TNFG ]
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)
03/03/2010
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 - $0.01 par value 03/03/2010 S 1,000,657 D $0.7 1,959,536(1) I See Footnote(2)
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*
Forest Hill Capital, LLC

(Last) (First) (Middle)
100 MORGAN KEEGAN DRIVE
SUITE 430

(Street)
LITTLE ROCK AR 72202

(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*
Lee Mark A

(Last) (First) (Middle)
100 MORGAN KEEGAN DRIVE
SUITE 430

(Street)
LITTLE ROCK AR 72202

(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 Forest Hill Capital, LLC ("Forest Hill") or Mark A. Lee, the manager of Forest Hill, is or was, for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended, or otherwise, the beneficial owner of any of the shares of common stock of Terra Nova Financial Group, Inc. (the "Common Stock") purchased for the accounts of Forest Hill Select Fund, L.P. and Forest Hill Select Offshore, Ltd. Pursuant to Rule 16a-1, both Forest Hill and Mark A. Lee disclaim such beneficial ownership.
2. Forest Hill holds indirectly the shares of Common Stock of Terra Nova Financial Group, Inc. through the accounts of Forest Hill Select Fund, L.P. and Forest Hill Select Offshore, Ltd., of which Forest Hill is the general partner and the investment manager, respectively. As the general partner of Forest Hill Select Fund, L.P., Forest Hill receives an asset-based fee and a capital allocation from, and owns a partnership interest in, Forest Hill Select Fund, L.P. Forest Hill also receives a performance-based and asset-based fee as the investment manager to Forest Hill Select Offshore, Ltd. Mark A. Lee reports the shares held indirectly by Forest Hill because, as the manager of Forest Hill at the time of purchase, he controlled the disposition and voting of the securities.
/s/Mark A. Lee, Manager of Forest Hill Capital, LLC 03/05/2010
/s/Mark A. Lee 03/05/2010
** 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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