SEC Form 4 · accession 0001140361-15-024404
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
Jun 15, 2015
Accepted (ET)
Jun 16, 2015 · 3:33 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 StockF1 | Jun 15, 2015 | P$0 | 10,000 | — | A | 823,760 | D | |
| Common StockF2 | holding | — | — | — | 300,000 | I | By Delta Fire & Casualty Insurance Company | |
| Common StockF2 | holding | — | — | — | 1,363,809 | I | By Delta Life Insurance Company | |
| Common StockF3 | holding | — | — | — | 3,756,746 | I | By Gulf Capital Services | |
| Common StockF4 | holding | — | — | — | 378,450 | I | As Trustee | |
| Common StockF4 | holding | — | — | — | 428,301 | I | As Trustee | |
| Common StockF5 | holding | — | — | — | 3,953,256 | I | As Trustee | |
| Common StockF6 | 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 StockF7,F8 | — | holding | — | — | — | — | — | Common Stock | 1,378,446 | 55,000 | I |
Explanation of responses
- F1Shares were purchased in multiple open market transactions on June 15, 2015 at a weighted average purchase price of $3.56 per share. The per share price in each transaction ranged from $3.52 to $3.58. 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 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.
- F3Mrs. 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.
- F4Mrs. 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.
- F5Mrs. 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.
- F6Mrs. 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.
- F7The 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.
- F8The Series D Preferred Stock was convertible into common stock upon issuance and has no expiration date.