SEC Form 4: Robinson Harriett J bought $900,000 worth of shares (300,000 units at $3.00) and sold $900,000 worth of shares (300,000 units at $3.00), increasing direct ownership by 36% to 1,130,259 units
$AAME
Life Insurance
Finance
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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). | |||||||||||||||||
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. Date of Earliest Transaction
(Month/Day/Year) 12/30/2022 | ||||||||||||||||||||||||||
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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 Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 12/30/2022 | P(1) | 300,000 | A(1) | $3 | 1,130,259 | D | |||
| Common Stock | 12/30/2022 | S(1) | 300,000 | D(1) | $3 | 0 | I | By Delta Fire & Casualty Insurance Company | ||
| Common Stock | 5,120,555(2) | I | By Gulf Capital Services | |||||||
| Common Stock | 3,954,281(3) | I | As Trustee | |||||||
| Common Stock | 4,092,767(4) | I | As Trustee | |||||||
| Common Stock | 408,765(5) | I | As Trustee | |||||||
| Common Stock | 510,956(5) | I | As Trustee | |||||||
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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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series D Preferred Stock | (6) | (7) | (7) | Common Stock | 1,378,446 | 55,000 | I | By Delta Life Insurance Company | |||||||
| Explanation of Responses: |
| 1. Represents change in nature of Reporting Person's ownership as a result of the transfer of shares by private sale to Harriett J. Robinson from her affiliate Delta Fire & Casualty Insurance Company. |
| 2. Shares owned by Gulf Capital Services, an entity in which interests are held in equal amounts by trusts for the benefit of Mrs. Robinson's two daughters, and of which Mrs. Robinson serves as trustee. Mrs. Robinson disclaims beneficial ownership of such shares except to the extent of her pecuniary interest therein, if any. |
| 3. 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. |
| 4. 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. |
| 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 interest therein. |
| 6. 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. |
| 7. The Series D Preferred Stock is not currently convertible into common stock . |
| /s/ Harriett J. Robinson | 01/23/2023 | |
| ** 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. | ||