FORM 5 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL 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). | |||||||||||||||||
Form 3 Holdings Reported. | |||||||||||||||||
Form 4 Transactions Reported. |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
ATLANTIC AMERICAN CORP [ AAME ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Statement for Issuer's Fiscal Year Ended
(Month/Day/Year) 12/31/2010 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | |||||||||||||||
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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 at end of Issuer's Fiscal Year (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||||||
Amount | (A) or (D) | Price | |||||||||||||
Common Stock | 923,035 | D | |||||||||||||
Common Stock | 300,000 | I | By Delta Fire & Casualty Ins. Co. | ||||||||||||
Common Stock | 1,363,809 | I | By Delta Life Ins. Co. | ||||||||||||
Common Stock | (1) | 3,756,746(1)(2) | I | By Gulf Capital Services | |||||||||||
Common Stock | 8,704,344(3) | I | By Spouse |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | ||||||||||||||
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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) | |||
(A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
Series D Preferred Stock | (4) | (5) | (5) | Cmn Stk | 1,754,385 | 70,000 | I | By Delta Life Insurance Co. |
Explanation of Responses: |
1. This Form 5 is being filed solely to correct a clerical error in the previously reported stock holdings of the reporting person, which clerical error resulted in the omission of 100 shares of the Company's common stock from the reporting person's prior Section 16 filings. |
2. Mr. Robinson has an indirect ownership interest in 3756746 shares owned by Gulf Capital Services ("Gulf Capital"), an entity in which Mr. Robinson holds a 24% interest. The remaining interest in Gulf Capital is held in equal amounts by Trusts for the benefit of Mr. Robinson's two daughters, with Mr. Robinson's spouse as Trustee. Mr. Robinson disclaims beneficial ownership in the 76% of the Company's common stock held by Gulf Capital, representing the Trusts' proportionate interest therein. |
3. Mr. Robinson has an indirect ownership interest in 8704344 shares, of which 655576 are owned directly by his spouse; 6720 shares held by his spouse, jointly with his grandson; 3953256 shares are held directly by a Trust for his daughter, Robin Robinson, with Mr. Robinson's spouse as Trustee; and, 4088792 shares are held directly by a Trust for his daughter, Jill Robinson, with Mr. Robinson's spouse as Trustee. Mr. Robinson expressly disclaims beneficial ownership of all of such securities. |
4. The 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, an entity in which Mr. Robinson maintains a controlling interest. |
5. The Series D Preferred Stock was convertible into common stock upon issuance and has no expiration date. |
Remarks: |
J. Mack Robinson | 02/14/2011 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |