UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. __)*
Penn Millers Holding Corp.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
707561106
(CUSIP Number)
December 31, 2009
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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 the
disclosures provided in a prior cover page.
The information required in 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).
CUSIP No. 111444105
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
First Opportunity Fund, Inc.
13-3341573
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
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3. SEC Use Only
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4. Citizenship or Place of Organization Maryland
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Number of 5. Sole Voting Power: 339,603
Shares ---------------------------------------------------
Beneficially 6. Shared Voting Power: 0
Owned by ---------------------------------------------------
Each Reporting 7. Sole Dispositive Power: 0
Person With ---------------------------------------------------
8. Shared Dispositive Power: 339,603
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9. Aggregate Amount Beneficially Owned by Each Reporting Person. 339,603
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10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
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11. Percent of Class Represented by Amount in Row (9) 6.24%
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12. Type of Reporting Person (See Instructions) IV
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SCHEUDLE 13G
Item 1.
(a) NAME OF ISSUER: Penn Millers Holding Corp.
(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
72 North Franklin Street
PO Box P Wilkes-Barre, PA 18773-0016
Item 2.
(a) NAME OF PERSON FILING: First Opportunity Fund, Inc.
(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
2344 Spruce Street, Suite A
Boulder, Colorado 80302
(c) CITIZENSHIP: Maryland
(d) TITLE OF CLASS OF SECURITIES: Common Stock
(e) CUSIP NUMBER: 33587T108
Item 3. Type of Person Filing Pursuant to ss.ss.240.13d-1(b) or 240.13d-2(b) or
(c):
Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C 80a-8).
Item 4. Ownership.
(a) AMOUNT BENEFICIALLY OWNED: First Opportunity Fund, Inc., a
registered closed-end investment company, may be deemed the
beneficial owner of 339,603 shares of common stock of the Issuer.
(b) PERCENT OF CLASS: 6.24%
(c) VOTING AND DISPOSITIVE POWER: First Opportunity Fund, Inc. has
the sole power to vote or to direct the vote and shared power to
dispose or to direct the disposition of 339,603 shares of common
stock of the Issuer. First Opportunity Fund, Inc. has shared
power to vote or to direct the vote and sole power to dispose or
to direct the disposition of 0 shares of common stock of the
Issuer.
Item 5. Ownership of Five Percent or Less of a Class
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 [ ].
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company or Control Person.
Not applicable.
Item 8. Identification and Classification of Members of the Group
Not applicable.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
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.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: February 10, 2010
FIRST OPPORTUNITY FUND, INC.
By: /s/ Nicole Murphey
_______________________
Name: Nicole Murphey
Title: Vice President