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Item 1.
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(a)
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Name of Issuer
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Specialty Underwriters Alliance
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(b)
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Address of Issuers Principal Executive Offices
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222 South Riverside Plaza
Chicago, IL
60606
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Item 2.
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(a)
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Name of Person Filing
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This statement is filed by:
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(i)
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Whitebox Advisors, LLC, a Delaware limited liability company (WA);
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(ii)
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Whitebox Combined Advisors, LLC, a Delaware limited liability company (WCA);
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(iii)
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Whitebox Combined Partners, L.P., a British Virgin Islands limited partnership (WCP);
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(iv)
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Whitebox Combined Fund, L.P., a Delaware limited partnership (WCFLP);
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(v)
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Whitebox Combined Fund, Ltd., a British Virgin Islands international business company (WCFLTD);
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(vi)
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Whitebox Intermarket Advisors, LLC, a Delaware limited liability company (WIA);
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(vii)
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Whitebox Intermarket Partners, L.P., a British Virgin Islands limited partnership (WIP);
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(viii)
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Whitebox Intermarket Fund, L.P., a Delaware limited partnership (WIFLP);
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(ix)
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Whitebox Intermarket Fund, Ltd., a British Virgin Islands international business company (WIFLTD);
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(b)
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Address of Principal Business Office or, if none, Residence
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The address of the business office of WA, WCA, WIA, WCFLP, and WIFLP is:
3033 Excelsior Boulevard
Suite 300
Minneapolis, MN 55416
The address of the business office of WCP, WIP, WCFLTD, and WIFLTD is:
Trident Chambers, P.O. Box 146
Waterfront Drive, Wickhams Cay
Road Town, Tortola, British Virgin Islands
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(c)
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Citizenship
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WA, WCA, WIA, WCFLP, and WIFLP are organized under the laws of the State of Delaware; WCP, WCFLTD, WIP, and WIFLTD are organized under the laws of the British Virgin
Islands.
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(d)
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Title of Class of Securities
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Common Stock
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(e)
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CUSIP Number
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84751T309
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Item 3.
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If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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(a)
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¨
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Broker or dealer registered under section 15 of the Act.
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(b)
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¨
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Bank as defined in section 3(a)(6) of the Act.
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(c)
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¨
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Insurance company as defined in section 3(a)(19) of the Act.
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(d)
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¨
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Investment company registered under section 8 of the Investment Company Act of 1940.
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(e)
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x
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An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E).
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(f)
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¨
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An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F).
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(g)
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¨
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A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G).
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(h)
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¨
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
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(i)
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¨
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940.
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(j)
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¨
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Group, in accordance with § 240.13d-1(b)(1)(ii)(J).
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Item 4.
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Ownership
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(a)
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Amount Beneficially Owned
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WA, acting as an investment adviser to its client, is deemed to be the beneficial owner of 759,996 shares of Common Stock of the Companys Amended.
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WCA, is deemed to beneficially own 422,390 Shares of Common Stock of the company.
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WCP is deemed to beneficially own 422,390 shares of Common Stock as a result of its indirect ownership of Common Stock of the company
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WCFLP is deemed to beneficially own 422,390 shares of Common Stock as a result of its indirect ownership of Common Stock of the company
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WCFLTD is deemed to beneficially own 422,390 shares of Common Stock as a result of its indirect ownership of Common Stock of the company
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WIA, is deemed to beneficially own 293,526 Shares of Common Stock of the company.
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WIP is deemed to beneficially own 293,526shares of Common Stock as a result of its indirect ownership of Common Stock of the company
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WIFLP is deemed to beneficially own 293,526shares of Common Stock as a result of its indirect ownership of Common Stock of the company
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WIFLTD is deemed to beneficially own 293,526shares of Common Stock as a result of its indirect ownership of Common Stock of the company
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As a result of the relationship described in this statement, each of WA, WCA, WIA, WCFLP, WIFLP, WCFLTD and WIFLTD may be deemed to possess indirect beneficial ownership of the
shares of Common Stock beneficially owned by each of WCP, and WIP. WA, WCA, WIA, WCFLP, WIFLP, WCFLTD and WIFLTD each disclaim indirect beneficial ownership of the shares of Common Stock except to the extent of their pecuniary interest in such
shares.*
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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 WA, WCA, WIA, WCP, WIP, WCFLP, WIFLP, WCFLTD and WIFLTD are a group, or have agreed to act as a group.*
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(b)
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Percent of Class
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WA beneficially owns 5.3 % of the Companys Common Stock.*
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WCA is deemed to beneficially own 2.9 % of the companys Common Stock
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WCP is deemed to beneficially own 2.9 % of the companys Common Stock
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WCFLP is deemed to beneficially own 2.9 % of the companys Common Stock
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WCFLTD is deemed to beneficially own 2.9 % of the companys Common Stock
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WIA is deemed to beneficially own 2.0 % of the companys Common Stock
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WIP is deemed to beneficially own 2.0 % of the companys Common Stock
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WIFLP is deemed to beneficially own 2.0 % of the companys Common Stock
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WIFLTD is deemed to beneficially own 2.0 % of the companys Common Stock
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The percentage of Common Stock reportedly owned by each entity herein is based on 14,437,000 shares of outstanding Common Stock of the Company, which is the total number of shares
issued and outstanding on November 1, 2008.
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or to direct the vote
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0
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(ii)
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Shared power to vote or to direct the vote
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WA has shared voting power with respect to 759,996 shares of the Companys Common Stock.
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WCA, WCP, WCFLP, and WCFLTD have shared voting power with respect to 422,390
Shares of the Companys Common Stock.
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WIA, WIP, WIFLP, and WIFLTD have shared voting power with respect to 293,526
Shares of the Companys Common Stock.
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(iii)
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Sole power to dispose or to direct the disposition of
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0
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(iv)
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Shared power to dispose or to direct the disposition of
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WA has shared voting power with respect to 759,996 shares of the Companys Common Stock.
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WCA, WCP, WCFLP, and WCFLTD have shared voting power with respect to 422,390
Shares of the Companys Common Stock.
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WIA, WIP, WIFLP, and WIFLTD have shared voting power with respect to 293,526
Shares of the Companys Common Stock.
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Instruction.
For computations regarding securities which represent a right to acquire an underlying security
see
§240.13d3(d)(1).
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Item 5.
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Ownership of Five Percent or Less of a Class
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of
securities, check the following
x
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Instruction
. Dissolution of a group requires a response to this item.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Not Applicable.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
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Not Applicable
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Item 8.
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Identification and Classification of Members of the Group
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See Item 2
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Item 9.
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Notice of Dissolution of Group
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Not Applicable
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Item 10.
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Certification
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By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were
not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that
purpose or effect.
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