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
PENN TREATY AMERICAN CORP [ PTA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/14/2005 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) 07/14/2005 |
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 | ||||||||
Convertible Subordinated Notes (Right to Purchase)(1) | $7(3) | 07/14/2005 | S | 150,000(4) | (5) | 10/01/2008 | Common Stock | 21,428(6) | $210,375 | 2,218,144(3)(6) | I | Refer to Footnote(7)(8) | |||
Convertible Subordinated Notes (Right to Purchase)(2) | $7(3) | 07/14/2005 | S | 150,000(4) | (5) | 10/01/2008 | Common Stock | 21,428(6) | $210,375 | 2,196,716(3)(6) | I | Refer to Footnote(7)(8) |
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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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. Reporting Person is Whitebox Convertible Arbitrage Partners, L.P. ("WHHYP"). |
2. Reporting Person is Whitebox Hedged High Yield Partners, L.P. ("WHHYP"). |
3. This amount reflects a four for one reverse stock split of shares of common stock of the Issuer, effective July 8, 2005. |
4. The Reporting Person is reporting a transaction which was inadvertently not included in the original report. |
5. Immediately Exercisable. |
6. Reported on an as converted basis. |
7. The general partner of WCAP, is Whitebox Convertible Arbitrage Advisors, LLC ("WCAA"), which manages accounts for the benefit of its clients WCAP, Whitebox Convertible Arbitrage Fund, L.P. ("WCAFLP") and Whitebox Convertible Arbitrage Fund, Ltd. ("WCAFLTD"); the general partner of WHHYP is Whitebox Hedged High Yield Advisors, LLC ("WHHYA"), which manages accounts for the benefit of its clients WHHYP, Whitebox Hedged High Yield Fund, L.P. ("WHYYFLP") and Whitebox Hedged High Yield Fund, Ltd. ("WHHYFLTD"). The managing member and controlling owner of each of WCAA, WHHYA and WIA is Whitebox Advisors, LLC. (Cont. in footnote 8) |
8. Based on the relationships described herein, these entities may be deemed to constitute a "group" within the meaning of Rule 13d-5(b)(1) under the Securities Exchange Act of 1934. The filing of this statement shall not be construed as an admission that Whitebox Advisors, LLC, WCCA, WHHYA, WCAP, WHHYP, WCAFLP, WHHYFLP, WCAFLTD and, WHHYFLTD are a group, or have agreed to act as a group. Whitebox Advisors, LLC, WCCA, WHHYA, WCAP, WHHYP, WCAFLP, WHHYFLP, WCAFLTD and WHHYFLTD each disclaim beneficial ownership of such shares of common stock except to the extent of their pecuniary interest in such shares. |
/s/ Jonathan D. Wood, Chief Financial Officer for Whitebox Advisors, LLC | 08/09/2005 | |
/s/ Whitebox Convertible Arbitrage Advisors, LLC | 08/09/2005 | |
/s/ Whitebox Convertible Arbitrage Partners, LP | 08/09/2005 | |
/s/ Whitebox Convertible Arbitrage Fund, L.P. | 08/09/2005 | |
/s/ Whitebox Convertible Arbitrage Fund, Ltd. | 08/09/2005 | |
/s/ Whitebox Hedged High Yield Advisors, LLC | 08/09/2005 | |
/s/ Whitebox Hedged High Yield Partners, LP | 08/09/2005 | |
/s/ Whitebox Hedged High Yield Fund, L.P. | 08/09/2005 | |
/s/ Whitebox Hedged High Yield Fund, Ltd. | 08/09/2005 | |
** 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. |