Fremont Michigan InsuraCorp (FMMH) SC 13D/A FREMONT MICHIGAN INSURACORP / LOEB ARBITRAGE MANAGEMENT ownership change

UNITED STATES

SECURITIES & EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No 1.)*

Fremont Michigan InsuraCorp, Inc.

(Name of Issuer)

Ordinary Shares

(Title of Class of Securities)

3757365105

(CUSIP Number)

Alexander H. McMillan, Esq.

c/o Loeb Capital Management

61 Broadway, New York, N.Y. 10006 (212) 483-7069

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

April 18, 2011

(Date of Event which Requires Filing of this Statement)

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 §§240,13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [  ]

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

*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).

CUSIP No.			3757365105
1. Name of Reporting Person			Loeb Arbitrage Management LP
I.R.S. Identification No. of Above Person
2. Check the Appropriate Box if a Member of a Group			(a) [X]
			(b) [  ]
3. SEC Use Only
4. Source of Funds			WC, OO
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)			[  ]
6. Citizenship or Place of Organization			Delaware
Number of Shares Beneficially Owned by Each Reporting Person With
	7. Sole Voting Power	-0-
	8. Shared Voting Power	70,610
	9. Sole Dispositive Power	-0-
	10. Shared Dispositive Power	70,610
11. Aggregate Amount of Beneficially Owned by Each Reporting Person				70,610
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares				[  ]
13. Percent of Class Represented by Amount in Row (11)				3.96%
14. Type of Reporting Person				IA

032080.0003 EAST  7937446 v5

CUSIP No.			3757365105
1. Name of Reporting Person			Loeb Arbitrage Fund
I.R.S. Identification No. of Above Person
2. Check the Appropriate Box if a Member of a Group			(a) [X]
			(b) [  ]
3. SEC Use Only
4. Source of Funds			WC, OO
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)			[  ]
6. Citizenship or Place of Organization			New York
Number of Shares Beneficially Owned by Each Reporting Person With
	7. Sole Voting Power	-0-
	8. Shared Voting Power	63,125
	9. Sole Dispositive Power	-0-
	10. Shared Dispositive Power	63,125
11. Aggregate Amount of Beneficially Owned by Each Reporting Person				63,125
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares				[  ]
13. Percent of Class Represented by Amount in Row (11)				3.54%
14. Type of Reporting Person				PN

CUSIP No.			3757365105
1. Name of Reporting Person			Loeb Offshore Management LP
I.R.S. Identification No. of Above Person
2. Check the Appropriate Box if a Member of a Group			(a) [X]
			(b) [  ]
3. SEC Use Only
4. Source of Funds			WC, OO
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)			[  ]
6. Citizenship or Place of Organization			Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With
	7. Sole Voting Power	-0-
	8. Shared Voting Power	29,390
	9. Sole Dispositive Power	-0-
	10. Shared Dispositive Power	29,390
11. Aggregate Amount of Beneficially Owned by Each Reporting Person				29,390
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares				[  ]
13. Percent of Class Represented by Amount in Row (11)				1.65%
14. Type of Reporting Person				IA

Item 1.	Security and Issuer
The title and class of equity security to which this Statement relates is the Ordinary Shares (the “Ordinary Shares”), of Fremont Michigan InsuraCorp, Inc. The address of the Issuer’s principal executive offices is 933 East Main Street, Fremont, MI 49412.
Item 2.	Identity and Background
(a) This statement is filed by: (i) Loeb Arbitrage Management LP (“LAM”), a Delaware limited partnership and registered investment adviser, with respect to shares of Common Stock purchased for the accounts of customers of LAM as to which it has investment discretion as well as for Loeb Arbitrage Fund. (ii) Loeb Arbitrage Fund (“LAF”), a New York limited partnership, with respect to shares of Common Stock purchased for its own account. (iii) Loeb Offshore Management LP, (“LOM”), a Delaware limited partnership and registered investment adviser with respect to shares of Common Stock purchased for Loeb Arbitrage Offshore Partners, Ltd., a Cayman Islands exempted company. (b) The address of the principal business office of Loeb Capital Management and its affiliates is 61 Broadway, New York, New York 10006. (c) The principal business of LAM and LOM (d/b/a Loeb Capital Management) is to serve as investment manager to a variety of private investment funds and separately managed accounts and to control the trading in securities by these private investment funds and separately managed accounts.  Loeb Management Holding LLC (“LMH”), a Delaware limited liability company, is the General Partner of LAM and LOM.  LMH is owned jointly by Loeb Holding Corporation and LB Partners, L.P.  Gideon J. King is the President and Chief Executive Officer of Loeb Management Holding LLC as well as LAM and LOM. (d) None of the entities or individuals named in this Item 2 has, within the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) None of the entities or individuals named in this Item 2 has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding been or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws. (f) Gideon J. King is a United States citizen.

Item 3.		Source and Amount of Funds or Other Consideration
The Reporting Persons acquired ordinary Shares in margin accounts maintained with J.P. Morgan Clearing Corp.
Item 4.		Purpose of Transaction
LAM, LOM, doing business as Loeb Capital Management (“Loeb”), have acquired Ordinary Shares for investment purposes on behalf of private funds and accounts they manage. Loeb reserves the right, consistent with applicable law, to acquire additional securities of the Issuer (whether through open market purchases, block trades, private acquisitions, tender or exchange offers or otherwise). Loeb intends to review its investment in the Issuer on a continuing basis and may engage in discussions with management or the Board of Directors of the Issuer concerning the business and future plans of the Issuer. Depending on various factors, including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Ordinary Shares of the Issuer, conditions in the securities markets and general economic and industry conditions, Loeb may in the future take such actions with respect to its investment in the Issuer as it deems appropriate including, without limitation, seeking Board representations, making proposals to the Issuer concerning the capitalization of the Issuer, purchasing additional Ordinary Shares and other securities of the Issuer, selling some or all of its Ordinary Shares, engaging in short selling of or any hedging or similar transaction with respect to the Ordinary Shares of the Issuer or changing its intention partially or entirely with respect to any and all matters referred to in Item 4.
Item 5.		Interest in Securities of the Issuer
	(a)	As of .the close of business on April 18, 2011, Loeb Capital Management beneficially owned an aggregate of 100,000 shares of Common Stock, representing approximately 5.60% of the shares of Common Stock outstanding.  The percentages used herein are based upon,1,785,047 shares of Class A common stock outstanding as of April 15, 2011, as represented by Fremont in the Merger Agreement.. Loeb Management Holding LLC, LAM, LOM and Mr. King own directly no shares of Common Stock. Loeb Arbitrage Fund owns 63,125 shares of Common Stock (constituting approximately 3.54% of the shares of Common Stock outstanding). Pursuant to an investment management agreement, LAM maintains investment and voting power with respect to securities held by Loeb Arbitrage Fund as well as for the accounts of customers as to which it has investment discretion and may be deemed to beneficially own 70,610 shares of Common Stock (constituting approximately 3.96% (and inclusive of the 3.54% beneficially owned by Loeb Arbitrage Fund) of the shares of Common Stock outstanding). Pursuant to an investment management agreement, Loeb Offshore Management LP maintains investment and voting power with respect to securities held by Loeb Arbitrage Offshore Partners, Ltd. and may be deemed to beneficially own 29,390 of the shares of Common Stock (constituting approximately 1.65% of outstanding shares).

		(b)	None of the Reporting Persons has sole power to vote or direct the vote or sole ownership.
		(c)	The following purchases and sales (-) of Ordinary Shares have been in the past sixty (60) days:
				Purchases and Sales of Ordinary Shares
					Date	Shares	Average Price
	Loeb Arbitrage Management LP				4/18/2011	6484	34.93
	(excluding Loeb Arbitrage Fund)
					Date	Shares	Average Price
	Loeb Arbitrage Fund				4/18/2011	46047	34.93
					Date	Shares	Average Price
Loeb Offshore Management LP					4/18/2011	19094	34.93
(d)			Not Applicable.
		(e)	Not Applicable.

All reported transactions were effected on OTC BB.

Item 6.	Contracts, Arrangement, Understandings or Relationships with Respect to the Issuer.
	Not Applicable.
Item 7.	Materials to be Filed as Exhibits.
	None.

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.

	LOEB ARBITRAGE MANAGEMENT LP
	By: LOEB MANAGEMENT HOLDING LLC, G.P.
Date:  April 26, 2011	By:_ /s/ Alexander H. McMillan
	Alexander H. McMillan
	Vice President
	LOEB ARBITRAGE FUND
	By: LOEB ARBITRAGE MANAGEMENT LP, G.P.
	By: LOEB MANAGEMENT HOLDING LLC, G.P.
Date:  April 26, 2011	By:_ /s/ Alexander H. McMillan
	Alexander H. McMillan
	Vice President
	LOEB OFFSHORE MANAGEMENT LP
	By: LOEB MANAGEMENT HOLDING LLC, G.P.
Date:  April 26, 2011	By:_ /s/ Alexander H. McMillan
	Alexander H. McMillan
	Vice President