SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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).

1. Name and Address of Reporting Person^*

risinger paul r

(Last)

(First)

(Middle)

103 NORTH COURT STREET

(Street)

SULLIVAN

47882

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
VHGI HOLDINGS, INC. [ VHGI ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/18/2013

4. If Amendment, Date of 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

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	12/31/2012		J		200,000	A	⁽¹⁾	1,308,425,941⁽²⁾	I	See footnote⁽¹⁾

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 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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrant	$1	09/19/2012		J		100,000		09/19/2012	01/30/2017	Common	100,000	⁽¹⁾	100,000	I	See footnote⁽¹⁾
Series D Preferred	⁽²⁾	02/18/2013		J		500,000		02/18/2013	⁽³⁾	Common	500,000	⁽³⁾	500,000	D
Warrant	$500	02/26/2013		J		$7,581.2594		02/26/2013	02/26/2013	Series E Preferred	$7,581.2594	⁽⁴⁾	$7,581.2594	D

Explanation of Responses:

1. Paul R. Risinger may be deemed to beneficially own shares issued to, and issuable upon exercise of a warrant issued to Lily Group Holdings, Inc., in connection with the purchase of certain debt obligations of VHGI Holdings, Inc. ("VHGI").

2. Though Mr. Risinger may be deemed to beneficially own this number of shares as the result of conversion or other rights to acquire disclosed herein, VHGI currently has authorized only 250,000,000 shares of Common Stock.

3. Mr. Risinger acquired 500,000 shares of the Series D Convertible Preferred Stock ("Series D Preferred") of VHGI in exchange for the assignment of $3,000,000 in principal under a note made in favor of Mr. Risinger by a wholly-owned subsidiary of VHGI. Each share of Series D Preferred is convertible, at the holder's option, into 1,000 shares of VHGI's common stock.

4. Mr. Risinger acquired warrants to purchase shares of the Series E Convertible Preferred Stock ("Series E Preferred") of VHGI in connection with the guaranty of certain loan obligations. Each share of Series E Preferred is convertible, at the holder's option, into 100,000 shares of VHGI's common stock.

	/s/ Paul R. Risinger	03/22/2013
	** 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).
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