Edgar Filing: North American Insurance Leaders, Inc.

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

D.B. ZWIRN & CO., L.P.

2. Issuer Name and Ticker or Trading Symbol
North American Insurance Leaders, Inc. [NAO]

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

_____ Director	_____ 10% Owner
_____ Officer (give title below)	__X__ Other (specify below)
See Remarks

(Last)

(First)

(Middle)

745 FIFTH AVENUE, 18TH FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
04/03/2008

(Street)

NEW YORK, NY 10151

4. If Amendment, Date 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

(City)

(State)

(Zip)

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 Following Reported Transaction(s) (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)	Code	V	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, par value $0.0001 per share ("Common Stock")	04/03/2008		S		1,138,585	D	$ 7.86	1,586,218	I ⁽¹⁾ ⁽²⁾	See Footnotes ⁽¹⁾ ⁽²⁾
Common Stock	04/04/2008		S		313,500	D	$ 7.86	1,272,718	I ⁽²⁾ ⁽³⁾	See Footnotes ⁽²⁾ ⁽³⁾
Common Stock	04/07/2008		S		700,200	D	$ 7.86	572,518	I ⁽²⁾ ⁽⁴⁾	See Footnotes ⁽²⁾ ⁽⁴⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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 control number.		SEC 1474 (9-02)

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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
D.B. ZWIRN & CO., L.P. 745 FIFTH AVENUE 18TH FLOOR NEW YORK, NY 10151				See Remarks
ZWIRN DANIEL B C/O D.B. ZWIRN & CO., L.P. 745 FIFTH AVENUE, 18TH FLOOR NEW YORK, NY 10151				See Remarks
D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, LTD. C/O GLOBEOP FINANCIAL SERVICES LLC 156 WEST 56TH STREET, 6TH FLOOR NEW YORK, NY 10019				See Remarks
D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, L.P. C/O D.B. ZWIRN & CO., L.P. 745 FIFTH AVENUE, 18TH FLOOR NEW YORK, NY 10151				See Remarks
ZWIRN HOLDINGS, LLC C/O D.B. ZWIRN & CO., L.P. 745 FIFTH AVENUE, 18TH FLOOR NEW YORK, NY 10151				See Remarks
DBZ GP, LLC C/O D.B. ZWIRN & CO., L.P. 745 FIFTH AVENUE, 18TH FLOOR NEW YORK, NY 10151				See Remarks

Signatures

D.B. ZWIRN & CO, L.P., By: DBZ GP, LLC, its General Partner, By: Zwirn Holdings, LLC, its Managing Member, By: /s/ Lawrence D. Cutler, Authorized Signatory		04/08/2008
^**Signature of Reporting Person		Date
DANIEL B. ZWIRN, By: /s/ Lawrence D. Cutler, as Attorney-in-Fact for Daniel B. Zwirn		04/08/2008
^**Signature of Reporting Person		Date
D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, LTD., By: D.B. Zwirn & Co., L.P., By: DBZ GP, LLC, its General Partner, By: Zwirn Holdings, LLC, its Managing Member, By: /s/ Lawrence D. Cutler, Authorized Signatory		04/08/2008
^**Signature of Reporting Person		Date
D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, L.P., By: D.B. Zwirn & Co., L.P., By: DBZ GP, LLC, its General Partner, By: Zwirn Holdings, LLC, its Managing Member, By: /s/ Lawrence D. Cutler, Authorized Signatory		04/08/2008
^**Signature of Reporting Person		Date
ZWIRN HOLDINGS, LLC, By: /s/ Lawrence D. Cutler, Authorized Signatory		04/08/2008
^**Signature of Reporting Person		Date
DBZ GP, LLC, By: Zwirn Holdings, LLC, its Managing Member, By: /s/ Lawrence D. Cutler, Authorized Signatory		04/08/2008
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	D.B. Zwirn & Co., L.P., a Delaware limited partnership, is the manager of (i) D.B. Zwirn Special Opportunities Fund, L.P., a Delaware limited partnership, which no longer holds any shares of Common Stock and (ii) D.B. Zwirn Special Opportunities Fund, Ltd., a Cayman Islands company (together with D.B. Zwirn Special Opportunities Fund, L.P., the "Funds"), which holds 1,586,218 shares of Common Stock.
(2)	As the manager of the Funds, D.B. Zwirn & Co., L.P. may be deemed to beneficially own the shares of Common Stock beneficially owned by the Funds. As general partner of D.B. Zwirn & Co., L.P., DBZ GP, LLC may be deemed to beneficially own the shares of Common Stock beneficially owned by the Funds. As the managing member of DBZ GP, LLC, Zwirn Holdings, LLC may be deemed to beneficially own the shares of Common Stock beneficially owned by the Funds. As the managing member of Zwirn Holdings, LLC, Daniel B. Zwirn may be deemed to beneficially own the shares of Common Stock beneficially owned by the Funds. Each Reporting Person disclaims beneficial ownership of these securities except to the extent of its pecuniary interest, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
(3)	All of these shares of Common Stock are attributable to D.B. Zwirn Special Opportunities Fund, Ltd.
(4)	All of these shares of Common Stock are attributable to D.B. Zwirn Special Opportunities Fund, Ltd.
Remarks: Each Reporting Person may have been deemed to be a member of a Section 13(d) group that owned more than 10% of the Issuer's outstanding Common Stock. The Power of Attorney executed by Daniel B. Zwirn, authorizing Lawrence D. Cutler to sign and file this Form 4 on Daniel B. Zwirn's behalf is attached hereto as Exhibit 24.1.

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