UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Schedule 13G

(Rule 13d-102)

 

Information to be Included in Statements Filed Pursuant to Rules 13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to Rule 13d-2(b)

(Amendment No. __)*

 

 

Meadowbrook Insurance Group, Inc.

---

(Name of Issuer)

 

 

Common Stock

---

(Title of Class of Securities)

 

 

58319P108

---

(CUSIP Number)

 

 

December 31, 2014

---

(Date of Event which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

    ☒      Rule 13d-1(b)

 

    ☐      Rule 13d-1(c)

 

    ☐      Rule 13d-1(d)

 1

 NAMES OF REPORTING PERSONS

 

 

 Silver Point Capital, L.P.

 

 

 

 

 2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

 (a) ☐

 (b) ☒

 3

 

SEC USE ONLY

 

 4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

 

 Delaware

 

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

 5

 SOLE VOTING POWER

 

 

 

2,798,200

 

 

6

SHARED VOTING POWER

 

 

 

 -0-

 

 

 7

SOLE DISPOSITIVE POWER

 

 

 

2,798,200

 

 

 8

 SHARED DISPOSITIVE POWER

 

  -0-

 

 

 9

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

2,798,200

 

 

 10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9)  EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

 

 

 

 11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

 

 

 

 

 12

 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

 

 

 IA, PN

 

 

The percentage used above is calculated based on 50,093,690 shares of common stock outstanding as of November 3, 2014 was 50,093,690, as reported in the Company's Form 10-Q on November 10, 2014.

Silver Point is the investment manager of the Onshore Fund and the Offshore Fund and by virtue of such status may be deemed to be the beneficial owner of the securities held by the Onshore Fund and the Offshore Fund.  Silver Point Capital Management, LLC ("Management") is the general partner of Silver Point and as a result may be deemed to be the beneficial owner of the securities held by the Onshore Fund and the Offshore Fund.  Each of Mr. Edward A. Mulé and Mr. Robert J. O'Shea is a member of Management and has voting and investment power with respect to the securities held by the Onshore Fund and the Offshore Fund and may be deemed to be a beneficial owner of the securities held by the Onshore Fund and the Offshore Fund.

Item 4

Ownership:

A.  

(a)  

Amount beneficially owned:  2,798,200

(b)  

Percent of class:     5.6%

(c)  

Number of shares as to which such person has:

(i)  

  Sole power to vote or direct the vote: 2,798,200

(ii)  

  Shared power to vote or direct the vote:  -0-

(iii)  

  Sole power to dispose or direct the disposition: 2,798,200

(iv)  

  Shared power to dispose or direct the disposition:  -0-

B.  

 Edward A. Mulé

(a) 

  Amount beneficially owned: 2,798,200

(b) 

  Percent of class:     5.6%

(c) 

  Number of shares as to which such person has:

(i)  

  Sole power to vote or direct the vote: -0-

(ii)  

  Shared power to vote or direct the vote: 2,798,200

(iii)  

  Sole power to dispose or direct the disposition: -0-

  (iv)  

  Shared power to dispose or direct the disposition: 2,798,200

 

 

C.  

 Robert J. O'Shea

(a)  

Amount beneficially owned:   2,798,200

(b)  

Percent of class:     5.6%

(c)  

Number of shares as to which such person has:

(i)  

  Sole power to vote or direct the vote:  -0-

(ii)  

  Shared power to vote or direct the vote:  2,798,200

(iii)  

  Sole power to dispose or direct the disposition:  -0-

(iv)  

  Shared power to dispose or direct the disposition:  2,798,200

Item 5

 

If this statement is being filed to report the fact that as of the date hereof each of the Reporting Persons has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].

Item 6

 

See response to Item 4.

Item 7

Identification and Classification of the Subsidiary Which Acquired the

 

 

Not applicable.

Item 8

 

Not applicable.

Item 9

 

Not applicable.

Item 10

 

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, other than activities solely in connection with a nomination under § 240.14a-11.