SEC Form 3

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 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* H.I.G. All American, LLC (Last) (First) (Middle) 1001 BRICKELL BAY DRIVE 27TH FLOOR (Street) MIAMI FL 33131 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 10/27/2009	3. Issuer Name and Ticker or Trading Symbol COACHMEN INDUSTRIES INC [ COHM.PK ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

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)

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: 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
Common Stock Purchase Warrant	(1)(2)	10/27/2019	Common Stock	6,654,855(1)(2)(3)(4)(5)	$0.00(5)	D(6)(7)(8)
Secured Subordinated Convertible Tranche B Note	10/27/2009	10/27/2011	Common Stock	10,214,504(1)(2)(3)(4)(5)	$0.979(5)	D(6)(7)(8)

1. Name and Address of Reporting Person* H.I.G. All American, LLC (Last) (First) (Middle) 1001 BRICKELL BAY DRIVE 27TH FLOOR (Street) MIAMI FL 33131 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* H.I.G. Capital Partners IV, L.P. (Last) (First) (Middle) 1001 BRICKELL BAY DRIVE 27TH FLOOR (Street) MIAMI FL 33131 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* H.I.G. Advisors IV, L.L.C. (Last) (First) (Middle) 1001 BRICKELL BAY DRIVE 27TH FLOOR (Street) MIAMI FL 33131 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* HIG GP II INC (Last) (First) (Middle) 1001 BRICKELL BAY DRIVE 27TH FLOOR (Street) MIAMI FL 33131 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* MNAYMNEH SAMI (Last) (First) (Middle) 1001 BRICKELL BAY DRIVE 27TH FLOOR (Street) MIAMI FL 33131 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* TAMER ANTHONY (Last) (First) (Middle) 1001 BRICKELL BAY DRIVE 27TH FLOOR (Street) MIAMI FL 33131 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. On October 27, 2009, the Lender, Coachmen Industries, Inc., an Indiana corporation (the "Company"), and various direct and indirect subsidiaries of the Company (together with the Company, the "Borrowers") entered into a Loan Agreement (the "Loan Agreement"), pursuant to which the Lender (i) purchased certain Secured Subordinated Convertible Tranche B Notes from the Borrowers in the initial principal amount of $10 million, which are convertible into shares of the Company's common stock, no par value (the "Common Stock"), at an initial exercise price of $.979 per share (the "Tranche B Note"), (ii) committed to extend a line of credit to the Borrowers of up to $10 million, to be evidenced by a Senior Secured Revolving Note in principal amount of up to $10 million and (iii) was issued a warrant to purchase up to 6,654,855 shares of the Common Stock, at an exercise price of $.00001 per share (the "Warrant").

2. The Warrant may be exercised only upon the occurrence of certain events, including: (i) the Company's repayment of the Tranche B Note; (ii) the Lender's conversion of the Tranche B Note into shares of Common Stock; (iii) the Lender's acceleration of amounts due under the Tranche B Note or Revolving Note due to an event of default by the Company under the terms of the Loan Agreement; (iii) the termination of the line of credit extended pursuant to the Loan Agreement for any reason; or (iv) the expiration of the two year term of the revolving line of credit or the Tranche B Note on October 27, 2011. In addition, the last 820,171 shares of Common Stock subject to the Warrant are exercisable only on sixty-one days prior written notice to the Company.

3. As a result of the shares issuable to the Lender upon conversion of the Tranche B Note and exercise of the Warrant, the Lender may be deemed to be the beneficial owner of 16,049,188 shares of Common Stock, which represents in the aggregate approximately 49.8% of the outstanding shares of Common Stock (based upon an aggregate of 16,180,765 shares of Common Stock outstanding as of October 27, 2009, as disclosed in the Loan Agreement, as adjusted to reflect the 16,049,188 shares of Common Stock issuable within sixty days to the Lender upon conversion of the Tranche B Note and exercise of the Warrant). The last 820,171 shares of Common Stock subject to the Warrant are exercisable only on sixty-one days prior written notice to the Company.

4. These shares are currently not considered to be beneficially owned by the Lender because it does not have the right to receive them within sixty days. If the Lender provides the Company with the required written notice of exercise, it will thereafter be deemed to be the beneficial owner of these last 820,171 shares of Common Stock, which currently represents an additional 5% of the outstanding shares of Common Stock.

5. Both the Warrant and the Tranche B Note contain anti-dilution protection in the event the Company issues shares of Common Stock in excess of 16,289,583. In addition, the Tranche B Note has a price protection feature that reduces the conversion price if the ninety day average price of the Common Stock falls below $0.979 at any time prior to April 27, 2010. The conversion price of the Tranche B Note is also subject to reduction if the Company defaults on certain of its financial covenants contained in the Loan Agreement. Unless paid in cash on the applicable interest payment date, interest on the Tranche B Note is added to the outstanding principal amount of the Tranche B Note ("PIK Interest"). The anti-dilution protections and potential conversion price reductions, as well as the accrual of PIK Interest on the Tranche B Note, could all result in the Reporting Persons obtaining beneficial ownership of additional shares of Common Stock.

6. This Form 3 is being filed by H.I.G. All American, LLC (the "Lender") as the direct beneficial owner of the Warrants and the Tranche B Note and the shares of Common Stock underlying the Tranche B Note and the Warrant. Each of the other Reporting Persons may be indirect beneficial owners of such securities as follows: (i) H.I.G. Capital Partner IV, L.P., in its capacity as the sole member of the Lender ("Fund IV"), (ii) H.I.G. Advisors IV, L.L.C., in its capacity as the general partner of Fund IV ("Advisors IV"), (iii) H.I.G.-GPII, Inc., in its capacity as the manager of Advisors IV ("GP II") and (iv) Sami W. Mnaymneh and Anthony A. Tamer in their capacity as co-presidents, directors and sole shareholders of GP II.

7. Each of the Lender, Fund IV, Advisors IV, GPII, Mr. Mnaymneh and Mr. Tamer may be referred to individually as a "Reporting Person" and collectively as the "Reporting Persons."

8. Information with respect to each Reporting Person is given solely by such Reporting Person, and no such Reporting Person assumed responsibility for the accuracy and completeness of information supplied by any other Reporting Person. Each Reporting Person disclaims beneficial ownership of the securities reported herein. The filing of this Form 3 shall not be construed as an admission that any such Reporting Person is the beneficial owner of any securities covered by this Form 3.

Remarks:

See attached footnote page.

	/s/ H.I.G. ALL AMERICAN, LLC By Richard H. Siegel, its Vice President and General Counsel	11/06/2009
	H.I.G. Capital Partners IV, L.P., by H.I.G. Advisors IV, L.L.C., its General Partner, by H.I.G.-GPII, Inc., its Manager, by Richard H. Siegel, its Vice President and General Counsel	11/06/2009
	H.I.G. Advisors IV, L.L.C., by H.I.G.-GPII, Inc., its Manager, by Richard H. Siegel, its Vice President and General Counsel	11/06/2009
	H.I.G.-GPII, Inc., by Richard H. Siegel, its Vice President and General Counsel	11/06/2009
	Sami W. Myanmneh	11/06/2009
	Anthony A. Tamer	11/06/2009
	** Signature of Reporting Person	Date
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