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 FL 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)
11/02/2010
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)
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)
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*
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*
All American Homes Holdings, 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. 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).
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