ATLANTIC AMERICAN CORP — Director's Dealing 2013

Feb 13, 2013

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: ATLANTIC AMERICAN CORP (AAME)
CIK: 0000008177
Period of Report: 2012-12-31

Reporting Person: ROBINSON J MACK (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-28	Common Stock	G	378450	$0.00	Disposed	544585	Direct
2012-12-28	Common Stock	G	378450	$0.00	Acquired	9082794	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	300000	Indirect
Common Stock	1363809	Indirect
Common Stock	3756746	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series D Preferred Stock	$		Common Stock (1754385)	70000	Indirect

Footnotes

F1: Shares owned by an entity controlled by Mr. Robinson. Mr. Robinson disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

F2: Shares owned by an entity in which Mr. Robinson holds a 24% interest. The remaining interests are held in equal amounts by trusts for the benefit of Mr. Robinson's two daughters, with Mr. Robinson's spouse as trustee. Mr. Robinson disclaims beneficial ownership of the remainder of the Company's Common Stock, representing the trusts' proportionate interests, held by Gulf Capital Services.

F3: Mr. Robinson has an indirect ownership interest in 9,082,794 shares of the Company's Common Stock owned directly or indirectly by his spouse, Harriett J. Robinson, as follows: 655,576 shares owned directly by her; 6,720 shares directly owned jointly by her with a grandson; 3,953,256 shares owned by a trust for the benefit of their daughter, Robin R. Howell, of which his spouse is trustee; 4,088,792 shares owned by a trust for the benefit of their daughter, Jill Robinson, of which his spouse is trustee; and 378,450 shares owned by a trust for the benefit of their grandchildren, of which his spouse is trustee. Mr. Robinson disclaims beneficial ownership of the shares owned directly or indirectly by his spouse.

F4: 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, an entity in which Mr. Robinson maintains a controlling interest.

F5: The Series D Preferred Stock was convertible into common stock upon issuance and has no expiration date.