Statement of Changes in Beneficial Ownership (4)
January 23 2023 - 04:19PM
Edgar (US Regulatory)
FORM 4
[ ] 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
Estimated average burden
hours per response... 0.5 |
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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 * ROBINSON HARRIETT
J |
2. Issuer Name and Ticker or Trading
Symbol ATLANTIC AMERICAN CORP [ AAME ] |
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
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(Street)
ATLANTA, GA 30319
(City)
(State)
(Zip)
|
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
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. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. 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) |
|
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 |
|
|
|
|
|
|
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3954281 (3) |
I |
As Trustee |
Common Stock |
|
|
|
|
|
|
|
4092767 (4) |
I |
As Trustee |
Common Stock |
|
|
|
|
|
|
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408765 (5) |
I |
As Trustee |
Common Stock |
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|
|
|
|
|
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510956 (5) |
I |
As Trustee |
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
|
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
|
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
|
/s/ Harriett J. Robinson |
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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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