SEC FORM 5 SEC Form 5
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
 
OMB APPROVAL
OMB Number: 3235-0362
Estimated average burden
hours per response: 1.0
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*
ROBINSON J MACK

(Last) (First) (Middle)
4370 PEACHTREE ROAD, N.E.

(Street)
ATLANTA GA 30319-3054

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ATLANTIC AMERICAN CORP [ AAME ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
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)
X Form filed by One Reporting Person
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 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)
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.