| 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
CERES GROUP INC [ CERG ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/13/2004 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
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 | ||||||
| Common Stock, par value $0.001 per share | 01/13/2004 | J(1) | 456,543 | D | $0 | 1,369,628 | D(2)(3) | |||
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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 | ||||||||
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. On January 13, 2004, International Managed Care (Bermuda), L.P. ("IMC Bermuda") distributed 456,543 shares of the Issuer's Common Stock to its partners in a pro rata distribution, in which 454,338 of such shares were distributed to Insurance Partners Offshore (Bermuda), L.P. ("IP Bermuda"), its general partner. IP Bermuda distributed all of the shares it received to its partners in a pro rata distribution. No consideration was paid in connection with these distributions. |
| 2. All of the securities reported herein are held for the account of IMC Bermuda., a Bermuda limited partnership. IP Bermuda, a Bermuda limited partnership, is the general partner of IMC Bermuda. Insurance GenPar (Bermuda), L.P., a Bermuda limited partnership ("Insurance GenPar Bermuda"), is the general partner of IP Bermuda. Insurance GenPar (Bermuda) MGP, L.P., a Bermuda limited partnership ("IBMGPLP"), is the general partner of Insurance GenPar Bermuda. Insurance GenPar (Bermuda) MGP, Ltd., a Bermuda corporation ("IBMGPI"), is the general partner of IBMGPLP. |
| 3. Pursuant to Rule 16a-1(a)(2)(ii)(B) under the Securities Exchange Act of 1934, as amended (the "Act"), IP Bermuda, Insurance GenPar Bermuda, IBMGPLP and IBMGPI are deemed to be beneficial owners of the shares beneficially owned by IMC Bermuda only to the extent of the greater of its respective direct or indirect interest in the profits or capital account of IMC Bermuda. Pursuant to Rule 16a-1(a)(4) under the Act, this filing shall not be deemed an admission that IP Bermuda, Insurance GenPar Bermuda, IBMGPLP or IBMGPI is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities owned by IMC Bermuda in excess of such amount. |
| Remarks: |
| INTERNATIONAL MANAGED CARE (BERMUDA), L.P. By: Insurance Partners Offshore (Bermuda),L.P., its general partner By: Insurance GenPar (Bermuda),L.P., its general partner By: Insurance GenPar (Bermuda) MGP,L.P., its general partner By: Insurance GenPar (Bermuda) MGP,Ltd., its general partner By: /s/ Robert Spass Name: Robert Spass Title: President INSURANCE PARTNERS OFFSHORE (BERMUDA),L.P. By: Insurance GenPar (Bermuda),L.P., its general partner By: Insurance GenPar (Bermuda) MGP,L.P., its general partner By: Insurance GenPar (Bermuda) MGP,Ltd., its general partner By: /s/ Robert Spass Name: Robert Spass Title: President INSURANCE GENPAR (BERMUDA),L.P. By: Insurance GenPar (Bermuda) MGP,L.P., its general partner By: Insurance GenPar (Bermuda) MGP,Ltd., its general partner By: /s/ Robert Spass Name: Robert Spass Title: President INSURANCE GENPAR (BERMUDA) MGP,L. P. By: Insurance GenPar (Bermuda) MGP,Ltd., its general partner By: /s/ Robert Spass Name: Robert Spass Title: President INSURANCE GENPAR (BERMUDA) MGP, LTD. By: /s/ Robert Spass Name: Robert Spass Title: President |
| Robert Spass (see Remarks) | 01/15/2004 | |
| Robert Spass (see Remarks) | 01/15/2004 | |
| Robert Spass (see Remarks) | 01/15/2004 | |
| Robert Spass (see Remarks) | 01/15/2004 | |
| Robert Spass (see Remarks) | 01/15/2004 | |
| ** 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. | ||