Edgar Filing: GROSSMAN KENNETH S

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT 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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

GROSSMAN KENNETH S

2. Issuer Name and Ticker or Trading Symbol
SIGNATURE GROUP HOLDINGS INC [SGGH.PK]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

18 NORFOLK ROAD

3. Date of Earliest Transaction (Month/Day/Year)
06/11/2010

(Street)

GREAT NECK, NY 11020

4. If Amendment, Date Original Filed(Month/Day/Year)

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 Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								100,000	D
Common Stock	06/11/2010	06/11/2010	P		612,500	A	$ 0.8	2,697,772	I	Kenneth Grossman Pension Plan
Common Stock								221,301	I	Grossman Family Limited Partnership
Common Stock								390,000	I	Kenneth Grossman IRA
Common Stock	06/11/2010	06/11/2010	P		475,000 ⁽¹⁾	A	$ 0.8	475,000 ⁽¹⁾	I	Partnership
Common Stock	06/11/2010	06/11/2010	P		237,500	A	$ 0.8	237,500	I	Jeanne Grossman - Mother
Trust Originated Preferred Securities 9%	06/11/2010	07/16/2010	J/K⁽²⁾		27,995 ⁽²⁾	D	$ 24.78 ⁽³⁾	0 ⁽²⁾	I	Kenneth Grossman Pension Plan
Common Stock	06/11/2010	06/25/2010	J/K⁽²⁾		146,974 ⁽²⁾	A	$ 0.72 ⁽⁴⁾	146,974 ⁽²⁾	I	Kenneth Grossman Pension Plan
Note @ 9%	06/11/2010	07/16/2010	J/K⁽²⁾		54.59 ⁽²⁾	A	$ 5,000 ⁽⁵⁾	54.59 ⁽²⁾	I	Kenneth Grossman Pension Plan

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Warrants

$ 1.03

06/01/2010

06/11/2010

620,000 ⁽⁶⁾

06/11/2010

06/11/2020

Signature Group Holdings, Inc. - Common Shares

620,000 ⁽⁶⁾

$ 0.02

3,100,000 ⁽⁶⁾

Warrants

$ 1.03

06/11/2010

620,000 ⁽⁶⁾

06/11/2011

06/11/2020

Signature Group Holdings, Inc. - Common Shares

620,000 ⁽⁶⁾

$ 0.02

3,100,000 ⁽⁶⁾

Warrants

$ 1.03

06/11/2010

620,000 ⁽⁶⁾

06/11/2012

06/11/2020

Signature Group Holdings, Inc. - Common Shares

620,000 ⁽⁶⁾

$ 0.02

3,100,000 ⁽⁶⁾

Warrants

$ 1.03

06/11/2010

620,000 ⁽⁶⁾

06/11/2013

06/11/2020

Signature Group Holding, Inc. - Common Shares

620,000 ⁽⁶⁾

$ 0.02

3,100,000 ⁽⁶⁾

Warrants

$ 1.03

06/11/2010

620,000 ⁽⁶⁾

06/11/2014

06/11/2020

Signature Group Holding, Inc. - Common Shares

620,000 ⁽⁶⁾

$ 0.02

3,100,000 ⁽⁶⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
GROSSMAN KENNETH S 18 NORFOLK ROAD GREAT NECK, NY 11020	X

Signatures

/s/ Kenneth Grossman		08/02/2010
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	On June 11, 2010 Atlantic Beach Partners purchased 475,000 common shares of Signature Group Holdings, Inc (SGGH.PK) at $0.80 per share. Kenneth Grossman is a partner in Atlantic Beach with his brother.
(2)	On June 11, 2010, pursuant to a Chapter 11 Plan of Reorganization of Fremont General Corporation, the Kenneth Grossman Pension Plan exchanged 27,995 shares of Trust Originated Preferred Securities (TOPrS) for cash of $11.25 per TOPrS share, 5.25 common shares of Signature Group Holdings, Inc. (SGGH.PK) per TOPrS share and 9% Notes of $9.75 in principal per TOPrS share in denonimations of $5,000.
(3)	The TOPrS disposition price per share on conversion is calculated as follows: Cash of $11.25 per TOPrS share + Notes of $9.75 in principal per TOPrS share + $3.78 (5.25 Common Shares per TOPrS share @ $.72 per common share) = $24.78
(4)	The Closing Price of SGGH.PK on the Plan effective date of June 11, 2010 was $.72
(5)	The Notes acquisition price is based on denominations of $5,000 units @ $9.75 in prinicpal per TOPrS share. (27,995 x 9.75) / $5,000 = 54.59 Notes in denominations of $5,000 each.
(6)	On June 11, 2010, Kenneth Grossman acquired 3,100,000 Warrants for $0.02 per warrant share to purchase common shares in Signature Group Holdings, Inc. (SGGH.PK) at $1.03 per share. The Warrants vest as to common stock as follows: 20% on the Effective Date June 11, 2010, and 20% each year in annual installments thereafter until the Warrants are fully vested on the fourth anniversary date of the Effective Date.

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