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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

HOVDE STEVEN D

(Last)

(First)

(Middle)

1110 LAKE COOK ROAD

SUITE 165

(Street)

BUFFALO GROVE

60089

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NATIONAL ATLANTIC HOLDINGS CORP [ NAHC ]

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)
02/14/2006

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
COMMON	02/14/2006		P		18,855	A	$10.85	1,632,031⁽¹⁾	I	SEE FOOTNOTE 2⁽²⁾
COMMON	02/14/2006		P		105,075	A	$10.85	1,632,031⁽¹⁾	I	SEE FOOTNOTE 2⁽²⁾
COMMON	02/14/2006		P		64,150	A	$10.85	1,632,031⁽¹⁾	I	SEE FOOTNOTE 2⁽²⁾
COMMON	02/14/2006		P		14,875	A	$10.85	1,632,031⁽¹⁾	I	SEE FOOTNOTE 2⁽²⁾

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)

Explanation of Responses:

1. As of the date hereof, including the transactions reported herein, Steven D. Hovde is the beneficial owner (within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended) of 1,632,031 shares of common stock of National Atlantic Holdings Corporation (the Shares). The transactions reported herein, reflect one purchase of the Shares by Financial Institution Partners, Ltd. (18,855), one purchase of the Shares by Financial Institution Partners, L.P. (105,075), one purchase of the Shares by Financial Institution Partners III, L.P. (64,150), and one purchase of the Shares by Financial Institution Partners IV, L.P. (14,875). The beneficial ownership of these Shares is more fully set out in the following footnote.

2. SDH is a member of Hovde Capital Limited IV LLC, the general partner (GP) to Financial Institution Partners IV, L.P., which owns 101,443 Shares; SDH is a member of Hovde Capital, Ltd., the GP to Financial Institution Partners III, L.P., which owns 482,083 Shares; SDH is a member of Hovde Capital IV, LLC, the GP to Financial Institution Partners, L.P., which owns 783,986 Shares; SDH is a member to Hovde Capital Offshore LLC, the management company to Financial Institution Partners, Ltd., which owns 249,144 Shares; SDH is a trustee to The Hovde Financial, Inc. Profit Sharing Plan and Trust, which owns 5,125 Shares; and SDH is a trustee to The Eric D. and Steven D. Hovde Foundation, which owns 10,250 Shares.

Remarks:

The Shares reported herein as being beneficially owned by Steven D. Hovde have also been reported as being beneficially owned by Eric D. Hovde on a Form 4 of even date herewith.

	Steven D. Hovde	02/16/2006
	** 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.