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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 | ||||||||
Common Stock Purchase Warrants (right to buy) | (2) | 09/30/2008 | J | 11,246 | (2) | (2) | Common Stock | 11,246 | (2) | 11,246 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Cronin Donald J 360 CENTRAL AVENUE SUITE 900 SAINT PETERBURG, FL 33701 |
President & CEO |
/s/ Nicholas W. Griffin as Attorney-in-Fact for Donald J. Cronin | 10/02/2008 | |
**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) | Received as partial consideration for the exchange of 883 membership units of United Insurance Holdings, L.C., pursuant to the Agreement and Plan of Merger, dated as of April 2, 2008, as amended and restated on August 15, 2008 and further amended as of September 23, 2008, by and among FMG Acquisition Corp. ("FMG"), United Insurance Holdings, L.C. ("United") and United Subsidiary Corp. (the "Merger Agreement"). The consideration for the exchange of such membership units also consisted of cash and the common stock purchase warrants reported in Table II of this Form 4. The Merger Agreement further provides that the former members of United may receive additional cash if certain earnings goals are met. On September 30, 2008, the effective date of the merger, the closing price of FMG's common stock was $4.40 per share. In connection with the merger, FMG changed its name to United Insurance Holdings Corp. |
(2) | The warrants will become exercisable on October 4, 2008 and will expire on the earlier of (i) October 4, 2011 or (ii) the date fixed for redemption under the terms of the warrant agreement. |