SEC Info - Wyman Kevin, et al. - ‘5’ for 12/31/11 re: Allied Defense Group Inc.

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

Southpaw Asset Management LP

(Last)

(First)

(Middle)

TWO GREENWICH OFFICE PARK

(Street)

GREENWICH

06831

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ALLIED DEFENSE GROUP INC [ ADGI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/11

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

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 at end of Issuer's Fiscal Year (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)	3. Transaction Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	6/8/11		P	1,054	A	$3.45	761,798 ⁽¹⁾ ⁽²⁾	I	See Footnote ⁽¹⁾ ⁽²⁾ ⁽³⁾
Common Stock	6/8/11		P	4	A	$3.45	2,881 ⁽¹⁾ ⁽²⁾	I	See Footnote ⁽¹⁾ ⁽²⁾ ⁽⁴⁾
Common Stock	6/8/11		P	34	A	$3.45	25,168 ⁽¹⁾ ⁽²⁾	I	See Footnote ⁽¹⁾ ⁽²⁾ ⁽⁵⁾
Common Stock	6/8/11		P	20	A	$3.45	15,020 ⁽¹⁾ ⁽²⁾	I	See Footnote ⁽¹⁾ ⁽²⁾ ⁽⁶⁾
Common Stock	6/8/11		P	38	A	$3.45	33,220 ⁽¹⁾ ⁽²⁾	I	See Footnote ⁽¹⁾ ⁽²⁾ ⁽⁷⁾
Common Stock	6/13/11		P	442	A	$3.45	762,240 ⁽¹⁾ ⁽²⁾	I	See Footnote ⁽¹⁾ ⁽²⁾ ⁽³⁾
Common Stock	6/13/11		P	2	A	$3.45	2,883 ⁽¹⁾ ⁽²⁾	I	See Footnote ⁽¹⁾ ⁽²⁾ ⁽⁴⁾
Common Stock	6/13/11		P	14	A	$3.45	25,182 ⁽¹⁾ ⁽²⁾	I	See Footnote ⁽¹⁾ ⁽²⁾ ⁽⁵⁾
Common Stock	6/13/11		P	8	A	$3.45	15,028 ⁽¹⁾ ⁽²⁾	I	See Footnote ⁽¹⁾ ⁽²⁾ ⁽⁶⁾
Common Stock	6/13/11		P	16	A	$3.45	33,236 ⁽¹⁾ ⁽²⁾	I	See Footnote ⁽¹⁾ ⁽²⁾ ⁽⁷⁾

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)	4. Transaction Code (Instr. 8)	(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)

1. Name and Address of Reporting Person^*

Southpaw Asset Management LP

(Last)

(First)

(Middle)

TWO GREENWICH OFFICE PARK

(Street)

GREENWICH

06831

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Southpaw Holdings LLC

(Last)

(First)

(Middle)

TWO GREENWICH OFFICE PARK

(Street)

GREENWICH

06831

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Wyman Kevin

(Last)

(First)

(Middle)

TWO GREENWICH OFFICE PARK

(Street)

GREENWICH

06831

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Golden Howard

(Last)

(First)

(Middle)

TWO GREENWICH OFFICE PARK

(Street)

GREENWICH

06831

(City)

(State)

(Zip)

Explanation of Responses:

(1) The filing of this Form 5 shall not be construed as an admission that (i) Southpaw Asset Management LP ("Southpaw Management"), (ii) Southpaw Holdings LLC ("Southpaw Holdings"), (iii) Kevin Wyman, or (iv) Howard Golden is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended, the beneficial owner of any of shares of common stock ("Common Stock") of The Allied Defense Group, Inc., a Delaware corporation (the "Issuer"), held by Southpaw Credit Opportunity Master Fund LP (the "Credit Fund"), Southpaw Equity Opportunity Master Fund LP (the "Equity Fund" and, together with the Credit Fund, the "Funds") and certain managed accounts (the "Managed Accounts").

(2) Pursuant to Rule 16a-1, Southpaw Management, Southpaw Holdings, Mr. Wyman and Mr. Golden disclaim beneficial ownership beyond their pecuniary interest.

(3) The Credit Fund holds these shares of Common Stock for its own account. Southpaw Management serves as the investment manager of the Credit Fund. Southpaw Management or its affiliate receives a performance-based and an asset-based fee for managing the investments of the Credit Fund. Southpaw Holdings reports the shares of Common Stock held indirectly by Southpaw Management, because, as the general partner of Southpaw Management at the time of purchase, it controlled the disposition and voting of the securities. Messrs. Wyman and Golden report the shares of Common Stock held indirectly by Southpaw Management because, as the managing members of Southpaw Holdings at the time of purchase, they controlled the disposition and voting of the securities.

(4) The Equity Fund holds these shares of Common Stock for its own account. Southpaw Management serves as the investment manager of the Equity Fund. Southpaw Management or its affiliate receives a performance-based and an asset-based fee for managing the investments of the Equity Fund. Southpaw Holdings reports the shares of Common Stock held indirectly by Southpaw Management, because, as the general partner of Southpaw Management at the time of purchase, it controlled the disposition and voting of the securities. Messrs. Wyman and Golden report the shares of Common Stock held indirectly by Southpaw Management because, as the managing members of Southpaw Holdings at the time of purchase, they controlled the disposition and voting of the securities.

(5) Southpaw Management holds these shares of Common Stock indirectly through the account of one of its Managed Accounts ("Managed Account A"), of which Southpaw Management serves as the investment manager. Southpaw Management or its affiliate receives a performance-based and an asset-based fee for managing the investments of the Managed Accounts. Southpaw Holdings reports the shares of Common Stock held indirectly by Southpaw Management, because, as the general partner of Southpaw Management at the time of purchase, it controlled the disposition and voting of the securities. Messrs. Wyman and Golden report the shares of Common Stock held indirectly by Southpaw Management because, as the managing members of Southpaw Holdings at the time of purchase, they controlled the disposition and voting of the securities.

(6) Southpaw Management holds these shares of Common Stock indirectly through the account of one of its Managed Accounts ("Managed Account B"), of which Southpaw Management serves as the investment manager. Southpaw Management or its affiliate receives a performance-based and an asset-based fee for managing the investments of the Managed Accounts. Southpaw Holdings reports the shares of Common Stock held indirectly by Southpaw Management, because, as the general partner of Southpaw Management at the time of purchase, it controlled the disposition and voting of the securities. Messrs. Wyman and Golden report the shares of Common Stock held indirectly by Southpaw Management because, as the managing members of Southpaw Holdings at the time of purchase, they controlled the disposition and voting of the securities.

(7) Southpaw Management holds these shares of Common Stock indirectly through the account of one of its Managed Accounts ("Managed Account C"), of which Southpaw Management serves as the investment manager. Southpaw Management or its affiliate receives a performance-based and an asset-based fee for managing the investments of the Managed Accounts. Southpaw Holdings reports the shares of Common Stock held indirectly by Southpaw Management, because, as the general partner of Southpaw Management at the time of purchase, it controlled the disposition and voting of the securities. Messrs. Wyman and Golden report the shares of Common Stock held indirectly by Southpaw Management because, as the managing members of Southpaw Holdings at the time of purchase, they controlled the disposition and voting of the securities.

	/s/ Howard Golden, managing member, Southpaw Holdings LLC, general partner, Southpaw Asset Management LP	1/20/12
	/s/ Howard Golden, managing member, Southpaw Holdings LLC	1/20/12
	/s/ Kevin Wyman	1/20/12
	/s/ Howard Golden	1/20/12
	** 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.

____________ Transaction Code:
P	Open market or private purchase of non-derivative or derivative security.

Wyman Kevin, et al. – ‘5’ for 12/31/11 re: Allied Defense Group Inc.

On: Friday, 1/20/12, at 2:37pm ET · For: 12/31/11 · As: 10% Owner · Accession #: 1209191-12-4604 · File #: 1-11376

Annual Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 5 — SEA’34
Filing Table of Contents

This ‘5’ Document is an XML Data File that may be rendered in various formats:

Wyman Kevin, et al. – ‘5’ for 12/31/11 re: Allied Defense Group Inc.

On: Friday, 1/20/12, at 2:37pm ET · For: 12/31/11 · As: 10% Owner · Accession #: 1209191-12-4604 · File #: 1-11376

Annual Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 5 — SEA’34Filing Table of Contents

This ‘5’ Document is an XML Data File that may be rendered in various formats:

Annual Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 5 — SEA’34
Filing Table of Contents