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4//SEC Filing

ROSENKRANZ ROBERT 4

Accession 0000859139-12-000047

CIK 0000859139other
View on SEC.govCompany Profile

Filed

May 16, 8:00 PM ET

Accepted

May 17, 7:57 PM ET

Size

46.0 KB

Accession

0000859139-12-000047

Insider Transaction Report

Form 4
Period: 2012-05-15
DELPHI FINANCIAL GROUP INC/DEDFG
ROSENKRANZ ROBERT
DirectorChairman & CEO10% Owner
Transactions
  • Gift

    Class A Common Stock

    2012-03-27−100,000→ 114,158 total(indirect: By Pergamon Enhanced Master Fund Ltd.)
  • Disposition to Issuer

    Class B Common Stock

    2012-05-15$52.88/sh−574,026$30,351,625→ 0 total(indirect: By Pheasant Walk, Inc.)
  • Disposition to Issuer

    Stock Option (right to buy)

    2012-05-15−128,689→ 0 total
    Exercise: $29.14From: 2009-02-06Exp: 2018-02-15→ Class B Common Stock (128,689 underlying)
  • Disposition to Issuer

    Deferred Share Units

    2012-05-15−48,138→ 0 total
    → Class B Common Stock (48,138 underlying)
  • Disposition to Issuer

    Class B Common Stock

    2012-05-15$52.88/sh−582,802$30,815,656→ 0 total(indirect: By Rosenkranz & Company, L.P.)
  • Disposition to Issuer

    Deferred Share Units

    2012-05-15−78,143→ 0 total
    → Class B Common Stock (78,143 underlying)
  • Disposition to Issuer

    Stock Option (right to buy)

    2012-05-15−500,000→ 0 total
    Exercise: $29.84From: 2009-08-12Exp: 2018-08-11→ Class B Common Stock (500,000 underlying)
  • Disposition to Issuer

    Class B Common Stock

    2012-05-15$52.88/sh−16,081$850,283→ 0 total
  • Disposition to Issuer

    Deferred Share Units

    2012-05-15−100,515→ 0 total
    → Class B Common Stock (100,515 underlying)
  • Disposition to Issuer

    Deferred Share Units

    2012-05-15−73,475→ 0 total
    → Class B Common Stock (73,475 underlying)
  • Disposition to Issuer

    Stock Option (right to buy)

    2012-05-15−176,553→ 0 total
    Exercise: $21.24From: 2011-02-11Exp: 2020-02-17→ Class B Common Stock (176,553 underlying)
  • Gift

    Class A Common Stock

    2012-03-26−8,191→ 0 total
  • Gift

    Class A Common Stock

    2012-03-26−45,273→ 0 total(indirect: By LLC)
  • Disposition to Issuer

    Class B Common Stock

    2012-05-15$52.88/sh−3,126,447$165,310,885→ 0 total(indirect: By Foster Crossing, Incorporated)
  • Disposition to Issuer

    Deferred Share Units

    2012-05-15−42,896→ 0 total
    → Class B Common Stock (42,896 underlying)
  • Disposition to Issuer

    Stock Option (right to buy)

    2012-05-15−144,415→ 0 total
    Exercise: $31.16From: 2012-02-09Exp: 2021-02-18→ Class B Common Stock (144,415 underlying)
  • Gift

    Class A Common Stock

    2012-03-28−114,158→ 0 total(indirect: By Pergamon Enhanced Master Fund Ltd.)
  • Disposition to Issuer

    Class B Common Stock

    2012-05-15$52.88/sh−1,812,202$95,820,181→ 0 total(indirect: By RR Delaware Holdings LP)
  • Disposition to Issuer

    Deferred Share Units

    2012-05-15−178,862→ 0 total
    → Class B Common Stock (178,862 underlying)
  • Disposition to Issuer

    Deferred Share Units

    2012-05-15−73,356→ 0 total
    → Class B Common Stock (73,356 underlying)
  • Disposition to Issuer

    Stock Option (right to buy)

    2012-05-15−375,094→ 0 total
    Exercise: $40.18From: 2008-08-23Exp: 2017-08-23→ Class B Common Stock (375,094 underlying)
  • Disposition to Issuer

    Deferred Share Units

    2012-05-15−58,851→ 0 total
    → Class B Common Stock (58,851 underlying)
Footnotes (5)
  • [F1]Disposed of pursuant to the Agreement and Plan of Merger dated as of December 21, 2011 by and among the issuer, Tokio Marine Holdings, Inc. and TM Investment (Delaware) Inc. (the "Merger Agreement"), pursuant to which each of the shares was converted into the right to receive $52.875. In addition, pursuant to the terms of the Merger Agreement, a special cash dividend of $1.00 per share was paid in respect of such shares on May 16, 2012.
  • [F2]1-for-1.
  • [F3]The terms of these deferred share units provided that the underlying shares of Class B Common Stock would, subject to the satisfaction of various time vesting requirements, be delivered to the reporting person upon the earliest to occur of various events specified in the issuer's Second Amended and Restated Long-Term Performance-Based Incentive Plan.
  • [F4]Pursuant to the terms of the Merger Agreement, such deferred share units, whether or not fully vested, were cancelled in exchange for the right to receive a cash payment of $52.875 per underlying share of Class B Common Stock. In addition, pursuant to the terms of the Merger Agreement, a payment in the amount of $1.00 per share of Class B Common Stock underlying such units was made on May 16, 2012.
  • [F5]Pursuant to the terms of the Merger Agreement, such option, whether or not fully vested, was cancelled in exchange for the right to receive a cash payment equal to the amount by which $53.875 exceeded the exercise price per share of such option, multiplied by the number of shares of Class B Common Stock underlying such option.

Documents

1 file

Issuer

DELPHI FINANCIAL GROUP INC/DE

CIK 0000859139

→
Entity typeother

Related Parties

1
  • filerCIK 0000897597

Filing Metadata

Form type
4
Filed
May 16, 8:00 PM ET
Accepted
May 17, 7:57 PM ET
Size
46.0 KB
View on SEC.gov