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Share Name | Share Symbol | Market | Type |
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Specialty Underwriters Allianc (MM) | NASDAQ:SUAI | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 6.62 | 0 | 01:00:00 |
SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13D/A |
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(Rule 13d-101) |
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INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
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Under the Securities Exchange Act of 1934 |
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(Amendment No.1 )* |
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Specialty Underwriters' Alliance, Inc. |
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(Name of Issuer) |
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Common Stock, par value $0.01 per share |
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(Title of Class of Securities) |
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84751T309 |
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(CUSIP Number) |
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David Rosewater, Esq. |
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Schulte Roth & Zabel LLP |
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919 Third Avenue |
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New York, New York 10022 |
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(212) 756-2000 |
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(Name, Address and Telephone Number of Person |
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Authorized to Receive Notices and Communications) |
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November 25, 2008 |
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(Date of Event which Requires |
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Filing of this Schedule) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o
NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 6 Pages)
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* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. 84751T309
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SCHEUDLE 13D |
Page 2 of 6 Pages |
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NAME OF REPORTING PERSON
The Philip Stephenson Revocable Living Trust |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) o (b) o |
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SEC USE ONLY |
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SOURCE OF FUNDS* WC |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
o |
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CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda |
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NUMBER OF
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SOLE VOTING POWER 0 |
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SHARED VOTING POWER 954,167 |
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SOLE DISPOSITIVE POWER 0 |
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SHARED DISPOSITIVE POWER 954,167 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 954,167 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) 6.6% |
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TYPE OF REPORTING PERSON* OO |
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* SEE INSTRUCTIONS
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CUSIP No. 84751T309
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SCHEUDLE 13D |
Page 3 of 6 Pages |
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NAME OF REPORTING PERSON George Philip Stephenson |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) o (b) o |
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SEC USE ONLY |
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SOURCE OF FUNDS* AF |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
o |
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CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES |
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NUMBER OF
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SOLE VOTING POWER 0 |
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SHARED VOTING POWER 954,167 |
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SOLE DISPOSITIVE POWER 0 |
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SHARED DISPOSITIVE POWER 954,167 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 954,167 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |
o |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) 6.6% |
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TYPE OF REPORTING PERSON* IN |
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* SEE INSTRUCTIONS
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CUSIP No. 84751T309
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SCHEUDLE 13D |
Page 4 of 6 Pages |
The following constitutes Amendment No. 1 ("Amendment No. 1") to the Schedule 13D filed by the undersigned on November 7, 2008 (the "Schedule 13D"). This Amendment No. 1 amends the Schedule 13D as specifically set forth.
Item 3. |
SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. |
Item 3 of the Schedule 13D is hereby amended and restated as follows:
The Shares reported herein were acquired at an aggregate purchase price of approximately $4,106,651. The Shares were acquired with the funds of the Trust.
Item 5. |
INTEREST IN SECURITIES OF THE COMPANY. |
Paragraphs (a), (b) and (c) of Item 5 of the Schedule 13D are hereby amended and restated as follows:
(a) As of the close of business on November 25, 2008, the Reporting Persons beneficially owned an aggregate of 954,167 Shares, constituting approximately 6.6% of the Shares outstanding.
The aggregate percentage of Shares beneficially owned by the Reporting Persons is based upon 14,437,355 Shares outstanding, which is the total number of Shares outstanding as of November 1, 2008 as reported by the Issuer in its Quarterly Report on Form 10-Q for the period ended September 30, 2008.
(b) By virtue of the Trust Agreement, dated June 6, 2005, George P. Stephenson has the power to vote or direct the voting, and to dispose or direct the disposition, of the 954,167 Shares held by the Trust. Accordingly, the Trust and George P. Stephenson are deemed to have shared voting and shared dispositive power with respect to the 954,167 Shares reported herein.
(c) Information concerning transactions in the Shares effected by the Reporting Persons since the filing of the Schedule 13D is set forth in Schedule A hereto and is incorporated herein by reference. Unless otherwise indicated, all of such transactions were effected in the open market.
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CUSIP No. 84751T309
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SCHEUDLE 13D |
Page 5 of 6 Pages |
SIGNATURES
After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: November 26, 2008
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The Philip Stephenson Revocable Living Trust |
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By: |
/s/ George Philip Stephenson |
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Name: George Philip Stephenson |
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Title: Trustee |
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/s/ George Philip Stephenson |
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George Philip Stephenson |
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CUSIP No. 84751T309
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SCHEUDLE 13D |
Page 6 of 6 Pages |
SCHEDULE A
The Trust
Date of Trade |
Shares Purchased (Sold) |
Price per Share |
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11/17/2008 |
10,973 |
$ 3.14 |
11/18/2008 |
12,699 |
3.12 |
11/19/2008 |
28,550 |
3.18 |
11/20/2008 |
30,000 |
3.20 |
11/21/2008 |
30,800 |
3.05 |
11/24/2008 |
14,991 |
2.89 |
11/25/2008 |
35,000 |
2.98 |
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