FORM 5 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
Form 3 Holdings Reported. | |||||||||||||||||
Form 4 Transactions Reported. |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
UTG INC [ UTGN.OB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Statement for Issuer's Fiscal Year Ended
(Month/Day/Year) 12/31/2008 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | |||||||||||||||
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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 at end of Issuer's Fiscal Year (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||||||
Amount | (A) or (D) | Price | |||||||||||||
Common Stock | 07/01/2008 | J(1) | 11,440 | D | $0 | 0 | I | See Footnote(1) | |||||||
Common Stock | 12/26/2008 | J(2) | 62,383 | D | $0 | 0 | I | See Footnote(2) | |||||||
Common Stock | 07/01/2008 | J(3) | 15,974 | D | $0 | 0 | I | See Footnote(3) | |||||||
Common Stock | 0 | I | See Footnote(4) | ||||||||||||
Common Stock | 5,615 | D(4) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | ||||||||||||||
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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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
(A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
1. These securities, which were reported on the reporting person's last-filed Form 4, were held by First Southern Bancorp, Inc. (?FSB?). On July 1, 2008, the reporting person resigned from his position as Chief Financial Officer of FSB. The reporting person is not a controlling shareholder of, and no longer has investment control over, the portfolio shares of the common stock of UTG, Inc. ("Common Stock") held by FSB, and therefore is no longer deemed to be the beneficial owner of a proportionate interest in shares of Common Stock owned by FSB. |
2. These securities, which were reported on the reporting person's last-filed Form 4, were held by First Southern Holdings, LLC (?FSH?). Effective December 26, 2008, the reporting person vacated his position as President of FSH. The reporting person does not own a controlling interest in, and no longer has investment control over, the portfolio shares of Common Stock held by FSH, and therefore is no longer deemed to be the beneficial owner of a proportionate interest in shares of Common Stock owned by FSH. |
3. These securities, which were reported on the reporting person's last-filed Form 4, were held by First Southern Funding, LLC (?FSF?). On July 1, 2008, the reporting person resigned from his position as Treasurer of FSF. The reporting person does not own a controlling interest in, and no longer has investment control over, the portfolio shares of Common Stock held by FSF, and therefore is no longer deemed to be the beneficial owner of a proportionate interest in shares of Common Stock owned by FSF. |
4. Excludes 5,615 shares of Common Stock previously owned by First Southern Capital Corp., LLC (FSC). On December 31, 2008, FSC was dissolved. The shares of Common Stock owned by FSC were distributed to its members in liquidation of their membership interests. The shares were valued at $11.50 for the purpose of determining the total value of FSC and the resulting allocation of the number of shares distributable to each member in accordance with their respective sharing ratios. As a result of such dissolution, the reporting person was allocated 5,615 shares of Common Stock, and those shares are reported in the direct holdings of the reporting person. |
Remarks: |
/s/ Jill Martin, Attorney in Fact | 02/17/2009 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |