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*
(Street)
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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)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/30/2010 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) 11/02/2010 |
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 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) | |||
Code | V | Amount | (A) or (D) | Price |
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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Secured Subordinated Convertible Tranche B Note | $0.612(2)(3) | 08/24/2010 | J(2)(3) | 20,440,457(1) | 04/05/2010 | 10/27/2011 | Common Stock | 20,440,457(1) | $0(2)(3) | 0(2)(3) | D | ||||
Secured Subordinated Convertible Tranche B Note(2)(3) | $0.612(2)(3) | 10/30/2010 | J(2)(3) | 21,156,658(1)(2)(3) | 10/30/2010 | 10/27/2011 | Common Stock | 21,156,658(1)(2)(3) | $0(2)(3) | $21,156,658(1)(2)(3) | D |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. This Amendment is being filed to correct a clerical error regarding this number on the original filing of Form 4. All footnotes that pertain to items in these amended line can be found in the original Form 4 filed November 2, 2010. |
2. On October 30, 2010 an additional $438,315 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 $0.612 per share. 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 21,156,658 shares of Common Stock issuable to the Lender upon conversion of the Second Amended and Restated Tranche B Note. |
3. [Continued from Footnote 2] 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 41,640,523, (iii) sole dispositive power is none and (iv) shared dispositive power is 41,640,523. |
/s/ H.I.G. All American, LLC By Richard H. Siegel, its Vice President and General Counsel /s/ Richard H. Siegel | 11/09/2010 | |
All American Homes Holdings, LLC, by Matthew Sanford, its Manager | 11/09/2010 | |
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 | 11/09/2010 | |
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 | 11/09/2010 | |
H.I.G.-GPII, Inc., by Richard H. Siegel, its Vice President and General Counsel | 11/09/2010 | |
Sami W. Myanmneh | 11/09/2010 | |
Anthony A. Tamer | 11/09/2010 | |
** 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). | ||
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. |