Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Manderson William Christopher
2. Date of Event Requiring Statement (Month/Day/Year)
11/05/2012
3. Issuer Name and Ticker or Trading Symbol
SIGNATURE GROUP HOLDINGS, INC. [SGGH]
(Last)
(First)
(Middle)
15303 VENTURA BLVD., SUITE 1600
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Executive VP, General Counsel
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

SHERMAN OAKS, CA 91403
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
SGGH Common Stock 195,000 (1)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Options (2) 05/05/2013 11/05/2022 SGGH Common Stock 189,000 $ 0.44 D  
Options (2) 05/05/2014 11/05/2022 SGGH Common Stock 189,000 $ 0.44 D  
Options (2) 05/05/2015 11/05/2022 SGGH Common Stock 189,000 $ 0.44 D  
Options 07/01/2015(2) 11/05/2022 SGGH Common Stock 189,000 $ 0.44 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Manderson William Christopher
15303 VENTURA BLVD.
SUITE 1600
SHERMAN OAKS, CA 91403
      Executive VP, General Counsel  

Signatures

William Christopher Manderson 11/16/2012
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) As part of an employment package that has cash and equity components, Mr. Manderson received restricted shares of common stock valued at $85,800.00 upon joining the company on November 5, 2012. Unless Mr. Manderson's employment is terminated earlier, or there is a change in control of the company, the shares shall fully vest on December 31, 2013.
(2) On November 5, 2012, as part of his employment package, Mr. Manderson was awarded 756,000 options pursuant to the Signature Group Holdings, Inc. 2006 Performance Plan. The options vest in 4 equal installments, with the first tranche vesting on May 5, 2013. The second and third tranche vest on the 18th and 30th month anniversery of the award date, respectively. The final 25% of awarded options will vest on July 1, 2015 provided certain conditions regarding the share price of SGGH stock are met as of that date. If Mr. Manderson's employment is not renewed as of January 1, 2014, then the final tranche shall vest on that date provided certain SGGH share price conditions are met. Should Mr. Manderson decline a renewed offer of employment on January 1, 2014, then the final tranche shall be forfeited.

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