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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 | ||||||||
| Non-Qualified Stock Options | $ 0.572 | 08/08/2011 | A | 730,750 | 02/08/2012 | 08/08/2021 | Signature Group Holdings, Inc. Common Shares | 730,750 | $ 0 | 2,930,000 | D | ||||
| Non-Qualified Stock Options | $ 0.572 | 08/08/2011 | A | 730,750 | 02/08/2013 | 08/08/2021 | Signature group Holdings, Inc. Common Stock | 730,750 | $ 0 | 2,930,000 | D | ||||
| Non-Qualified Stock Option | $ 0.572 | 08/08/2011 | A | 730,750 | 02/08/2014 | 08/08/2021 | Signature Group, Holdings, Inc. Common Stock | 730,750 | $ 0 | 2,930,000 | D | ||||
| Non-Qualified Stock Options | $ 0.572 | 08/08/2011 | A | 730,750 | 07/01/2015 | 08/08/2021 | Signature Group Holdings, Inc. Common Stock | 730,750 | $ 0 | 2,930,000 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| GROSSMAN KENNETH S C/O CLINTON GROUP 9 WEST 57TH ST. 26 TH FLOOR NEW YORK, NY 10019 |
X | President | ||
| /s/ Kenneth Grossman | 08/08/2011 | |
| **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). |
| Remarks: On August 2, 2011, pursuant to his Employment Agreement and subject to the terms of his Restricted Stock Award Agreement ("the RSA") Mr. Grossman was granted 492,224 restricted shares of Signature Group Holdings, Inc. ("the Company") common stock which shall vest on December 31, 2013. On August 8, 2011, pursuant to his Employment Agreement and subject to the terms of his Non-Qualified Stock Option Agreement ("the Option Agreement"), Mr. Grossman was granted options to purchase 2,930,000 shares of Signature Group Holdings, Inc. ("the Company") common stock at the average of the closing prices of the Company's common stock for the 3 business-day period ending on the business day immediately before the award date, subject to adjustment pursuant to the terms of the Company's 2006 Performance Incentive Plan. The options shall vest as follows: (i) 25% on the 6 month anniversary of the award date; (ii) 25% on the 18 month anniversary of the award date; (iii) 25% on the 30 month anniversary of the award date; and (iv) 25% on July 1, 2015, with this final tranche subject to the Company's common stock achieving certain trading prices as of such date. See the Company's Form 8-K/A filed on August 4, 2011 for further details. | |