SEC Form 4 · accession 0001140361-15-022361

ATLANTIC AMERICAN CORP · AAME

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Harriett J Robinson

Director · 10% Owner · Other

Period of report

May 27, 2015

Accepted (ET)

May 29, 2015 · 3:30 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000008177

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1	May 27, 2015	P$0	15,000	—	A	791,860	D
Common Stock^F2	May 28, 2015	P$0	10,058	—	A	801,918	D
Common Stock^F3	holding	—	—		—	300,000	I	By Delta Fire & Casualty Insurance Company
Common Stock^F3	holding	—	—		—	1,363,809	I	By Delta Life Insurance Company
Common Stock^F4	holding	—	—		—	3,756,746	I	By Gulf Capital Services
Common Stock^F5	holding	—	—		—	378,450	I	As Trustee
Common Stock^F5	holding	—	—		—	428,301	I	As Trustee
Common Stock^F6	holding	—	—		—	3,953,256	I	As Trustee
Common Stock^F7	holding	—	—		—	4,088,792	I	As Trustee

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Series D Preferred Stock^F8,F9	—	holding	—	—	—	—	—	Common Stock	1,378,446	55,000	I

Explanation of responses

F1Shares were purchased in multiple open market transactions on May 27, 2015 at a weighted average purchase price of $3.20 per share. The per share price in each transaction ranged from $3.19 to $3.20. The reporting person undertakes to provide to Atlantic American Corporation, or the staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within the range set forth above.
F2Shares were purchased in multiple open market transactions on May 28, 2015 at a weighted average purchase price of $3.21 per share. The per share price in each transaction ranged from $3.20 to $3.30. The reporting person undertakes to provide to Atlantic American Corporation, or the staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within the range set forth above.
F3Shares owned by an entity controlled by Mrs. Robinson. Mrs. Robinson disclaims beneficial ownership of such shares except to the extent of her pecuniary interest therein.
F4Mrs. Robinson has an indirect interest in the 3,756,746 shares owned by Gulf Capital Services, an entity in which she holds a 24% interest, with the remaining interests being held in equal amounts by trusts for the benefit of her two daughters, and of which she serves as trustee. Mrs. Robinson disclaims beneficial ownership of such shares except to the extent of her pecuniary interest therein, if any.
F5Mrs. Robinson serves as trustee of a trust for the benefit of her grandchildren. Mrs. Robinson disclaims beneficial ownership of such shares except to the extent of her pecuniary interests therein.
F6Mrs. Robinson serves as trustee of a trust for the benefit of her daughter, Robin R. Howell. Mrs. Robinson disclaims beneficial ownership of such shares except to the extent of her pecuniary interest therein.
F7Mrs. Robinson serves as trustee of a trust for the benefit of her daughter, Jill Robinson. Mrs. Robinson disclaims beneficial ownership of such shares except to the extent of her pecuniary interest therein.
F8The Series D Preferred Stock is convertible into common stock at a per share price of $3.99, subject to certain anti-dilution provisions, provided that in no case may the conversion price be less than $2.59 per share without the prior approval of the Company's shareholders. Such shares are owned by Delta Life Insurance Company and Mrs. Robinson disclaims beneficial ownership of such shares.
F9The Series D Preferred Stock was convertible into common stock upon issuance and has no expiration date.