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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Series D Preferred Stock | (8) | (9) | (9) | Common Stock | 1,378,446 | 55,000 | I | By Delta Life Insurance Company |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
ROBINSON HARRIETT J 4370 PEACHTREE ROAD, N.E. ATLANTA, GA 30319 |
X | X | Trustee under Rule 16a-8 |
Harriett J. Robinson | 05/29/2015 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Shares 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. |
(2) | Shares 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. |
(3) | Shares 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. |
(4) | Mrs. 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. |
(5) | Mrs. 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. |
(6) | Mrs. 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. |
(7) | Mrs. 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. |
(8) | 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 and Mrs. Robinson disclaims beneficial ownership of such shares. |
(9) | The Series D Preferred Stock was convertible into common stock upon issuance and has no expiration date. |