Statement of Changes in Beneficial Ownership (4)
23 Enero 2023 - 3:19PM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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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1. Name and Address of Reporting Person
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ROBINSON HARRIETT J |
2. Issuer Name and Ticker or Trading Symbol
ATLANTIC AMERICAN CORP
[
AAME
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner _____ Officer (give title below) __X__ Other (specify below) Trustee under Rule 16a-8 |
(Last)
(First)
(Middle)
4370 PEACHTREE ROAD, N.E. |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/30/2022 |
(Street)
ATLANTA, GA 30319
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 12/30/2022 | | P(1) | | 300000 | A(1) | $3.00 | 1130259 | D | |
Common Stock | 12/30/2022 | | S(1) | | 300000 | D(1) | $3.00 | 0 | I | By Delta Fire & Casualty Insurance Company |
Common Stock | | | | | | | | 5120555 (2) | I | By Gulf Capital Services |
Common Stock | | | | | | | | 3954281 (3) | I | As Trustee |
Common Stock | | | | | | | | 4092767 (4) | I | As Trustee |
Common Stock | | | | | | | | 408765 (5) | I | As Trustee |
Common Stock | | | | | | | | 510956 (5) | I | As Trustee |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 | 1378446 | | 55000 | 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 . |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
ROBINSON HARRIETT J 4370 PEACHTREE ROAD, N.E. ATLANTA, GA 30319 |
| X |
| Trustee under Rule 16a-8 |
Signatures
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/s/ Harriett J. Robinson | | 1/23/2023 |
**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 control number. |
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