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^*

H.I.G. All American, LLC

(Last)

(First)

(Middle)

1001 BRICKELL BAY DRIVE

27TH FLOOR

(Street)

MIAMI

33131

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ALL AMERICAN GROUP INC [ COHM.PK ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
10/30/2010

4. 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 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)

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)
Secured Subordinated Convertible Tranche B Note⁽¹⁾⁽²⁾	$0.565⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾	08/24/2010		J⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾		425,644		04/05/2010	10/27/2011	Common Stock	425,644⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾⁽¹²⁾	$0⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾⁽¹²⁾	0⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾⁽¹²⁾	D⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Secured Subordinated Convertible Tranche B Note⁽¹¹⁾	$0.565⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾	10/30/2010		J⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾		23,199,560		10/30/2010	10/27/2011	Common Stock	23,199,560⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾⁽¹²⁾	$0⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾⁽¹²⁾	23,199,560⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾⁽¹²⁾	D⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾

1. Name and Address of Reporting Person^*

H.I.G. All American, LLC

(Last)

(First)

(Middle)

1001 BRICKELL BAY DRIVE

27TH FLOOR

(Street)

MIAMI

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^*

All American Homes Holdings, LLC

(Last)

(First)

(Middle)

1001 BRICKELL BAY DRIVE

27TH FLOOR

(Street)

MIAMI

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

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

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

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

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

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. This Form 4 is being filed by H.I.G. All American, LLC (the "Lender") as the direct beneficial owner of the New Warrant, the Second Amended and Restated Tranche B Note, the shares of Common Stock issued to the Lender upon exercise of the Exercised Warrants, and the shares of Common Stock underlying the New Warrant and the Second Amended and Restated Tranche B Note.

2. (continued from footnote 1) Each of the other Reporting Persons may be indirect beneficial owners of such securities as follows: (i) All American Homes Holdings, LLC, in its capacity as the owner of a majority of the equity interests of the Lender ("Holdings"), (ii) H.I.G. Capital Partner IV, L.P., in its capacity as the owner of a majority of the equity interests of Holdings ("Fund IV"), (iii) H.I.G. Advisors IV, L.L.C., in its capacity as the general partner of Fund IV ("Advisors IV"), (iv) H.I.G.-GPII, Inc., in its capacity as the manager of Advisors IV ("GP II") and (v) Sami W. Mnaymneh and Anthony A. Tamer in their capacity as co-presidents, directors and sole shareholders of GP II.

3. Each of the Lender, Holdings, 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."

4. 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 4 shall not be construed as an admission that any such Reporting Person is the beneficial owner of any securities covered by this Form 4.

5. On October 27, 2009, the Lender, All American Group, Inc. (f/k/a 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 were 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 that is evidenced by a Senior Secured Revolving Note in principal amount of up to $10 million (the "Revolving Note") 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 "Original Warrant").

6. On April 5, 2010, the Lender and the Borrowers entered into a First Amendment to the Loan Agreement (the "First Amendment"). In the First Amendment, the Lender waived specified Events of Default that had occurred under the Loan Agreement prior to April 5, 2010. The Company issued a new Warrant to purchase up to 9,557,939 shares of the Common Stock (the "First Amendment Warrant" and together with the Original Warrant, the "Exercised Warrants") (i) in satisfaction of the Default Shares that the Company was required to issue when it defaulted under section 8.21 of the Loan Agreement, (ii) to eliminate the price protection feature in the Tranche B Note, and (iii) as consideration to the Lender for entering into the First Amendment.

7. (continued from footnote 6) The principal amount of Tranche B Note was increased by $850,000, reflecting the addition of PIK Interest that was otherwise payable on March 31, 2010. In addition, the Lender decreased the financial covenants for the Borrowers' compliance with the Loan Agreement and agreed to certain changes to financial calculations.

8. In connection with the First Amendment, the Original Warrant and the Tranche B Note were amended and restated to reflect the anti-dilution adjustments that occurred as a result of the issuance of the First Amendment Warrant. On August 3, 2010, the Lender delivered to the Company notices of exercise and payment of the aggregate exercise price for all of the shares of Common Stock subject to the Exercised Warrants.

9. On August 24, 2010, the Lender and the Borrowers entered into a Limited Waiver of Specified Defaults (the "Waiver"), pursuant to which the Lender agreed to waive certain defaults under the Loan Agreement and the Borrowers agreed to (i) pay a waiver fee to the Lender of $720,971 and (ii) reimburse $100,000 of costs and expenses incurred by the Lender that were reimbursable pursuant to the Loan Agreement. The Borrowers requested, and the Lender agreed, that in lieu of the Borrowers paying the waiver fee and reimbursable expenses in cash, that the Borrowers would add such amounts, together with $838,589 of PIK Interest that had accrued for the period commencing on April 1, 2010 and ending on August 24, 2010, to the principal amount of the Tranche B Note.

10. (continued from footnote 9) To reflect the addition of these amounts to the Tranche B Note, the Borrowers issued a Second Amended and Restated Tranche B Note to the Lender on August 24, 2010. On October 30, 2010 an additional $437,313 was added to the principal amount of the Second Amended and Restated Tranche B Note to reflect PIK Interest that had accrued for the period commencing on August 25, 2010 and ending on October 30, 2010. The outstanding principal amount of the Second Amended and Restated Tranche B Note (including PIK Interest) is convertible into shares of the Common Stock at the current conversion price of $0.565 per share.

11. As a result of the shares issued to the Lender upon its exercise of the Exercised Warrants the Lender is the beneficial owner of a total of 20,483,865 shares of Common Stock. Additionally, the Lender has the right to receive 23,199,650 shares of Common Stock issuable to the Lender upon conversion of the Second Amended and Restated Tranche B Note. The number of shares of Common Stock of the Company that may be deemed to be beneficially owned by each of the Reporting Persons with respect to which there is (i) sole voting power is none, (ii) shared voting power is 43,683,515, (iii) sole dispositive power is none and (iv) shared dispositive power is 43,683,515.

12. The Second Amended and Restated Tranche B Note contains anti-dilution protections in the event the Company issues additional shares of Common Stock. Unless paid in cash on the applicable interest payment date, interest on the Second Amended and Restated Tranche B Note is added to the outstanding principal amount of the Second Amended and Restated Tranche B Note ("PIK Interest"). These anti-dilution protections and accrual of PIK Interest could all result in the Reporting Persons obtaining beneficial ownership of additional shares of Common Stock.

	/s/ H.I.G. All American, LLC, By Richard H. Siegel, its Vice President and General Counsel, /s/ Richard H. Siegel	11/01/2010
	All American Homes Holdings, LLC, by Matthew Sanford, its Manager	11/02/2010
	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	11/02/2010
	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	11/02/2010
	H.I.G.-GPII, Inc., by Richard H. Siegel, its Vice President and General Counsel	11/02/2010
	Sami W. Myanmneh	11/02/2010
	Anthony A. Tamer	11/02/2010
	** 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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