4//SEC Filing
Baker Robert Ellison 4
Accession 0000874977-22-000006
CIK 0000874977other
Filed
Mar 2, 7:00 PM ET
Accepted
Mar 3, 6:06 PM ET
Size
40.2 KB
Accession
0000874977-22-000006
Insider Transaction Report
Form 4
Baker Robert Ellison
Director
Transactions
- Disposition to Issuer
Restricted Stock Unit
2022-03-01−4,871→ 0 total→ Comnmon Stock (4,871 underlying) - Disposition to Issuer
Restricted Stock Unit
2022-03-01−3,677→ 0 total→ Comnmon Stock (3,677 underlying) - Disposition to Issuer
Restricted Stock Unit
2022-03-01−3,644→ 0 total→ Comnmon Stock (3,644 underlying) - Disposition to Issuer
Restricted Stock Unit
2022-03-01−3,597→ 0 total→ Comnmon Stock (3,597 underlying) - Disposition to Issuer
Restricted Stock Unit
2022-03-01−2,819→ 0 total→ Comnmon Stock (2,819 underlying) - Disposition to Issuer
Common Shares without Par Value
2022-03-01−2,800→ 0 total - Disposition to Issuer
Restricted Stock Unit
2022-03-01−1,953→ 0 total→ Comnmon Stock (1,953 underlying) - Disposition to Issuer
Restricted Stock Unit
2022-03-01−3,953→ 0 total→ Comnmon Stock (3,953 underlying) - Disposition to Issuer
Restricted Stock Unit
2022-03-01−3,268→ 0 total→ Comnmon Stock (3,268 underlying) - Disposition to Issuer
Restricted Stock Unit
2022-03-01−3,059→ 0 total→ Comnmon Stock (3,059 underlying) - Disposition to Issuer
Restricted Stock Unit
2022-03-01−2,571→ 0 total→ Comnmon Stock (2,571 underlying) - Disposition to Issuer
Restricted Stock Unit
2022-03-01−1,916→ 0 total→ Comnmon Stock (1,916 underlying) - Disposition to Issuer
Restricted Stock Unit
2022-03-01−2,469→ 0 total→ Comnmon Stock (2,469 underlying) - Disposition to Issuer
Restricted Stock Unit
2022-03-01−3,590→ 0 total→ Comnmon Stock (3,590 underlying) - Disposition to Issuer
Restricted Stock Unit
2022-03-01−3,724→ 0 total→ Comnmon Stock (3,724 underlying) - Disposition to Issuer
Restricted Stock Unit
2022-03-01−4,144→ 0 total→ Comnmon Stock (4,144 underlying)
Footnotes (4)
- [F1]This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger and Combination (the "Merger Agreement"), dated as of July 12, 2021, by and among State Auto Financial Corporation, an Ohio corporation ("STFC"), State Automobile Mutual Insurance Company, an Ohio mutual insurance company ("SAM"), Liberty Mutual Holding Company, Inc., a Massachusetts mutual holding company ("LMHC"), Pymatuning, Inc., an Ohio corporation and wholly-owned indirect subsidiary of LMHC ("Merger Sub I"), and Andover, Inc., an Ohio corporation and wholly-owned direct subsidiary of LMHC, a copy of which was filed as Exhibit 2.1 to STFC's Form 8-K filed with the Securities and Exchange Commission on July 12, 2021.
- [F2]Pursuant to the Merger Agreement, on March 1, 2022, LMHC effected the acquisition of STFC through the merger of Merger Sub I with and into STFC (the "Merger") with STFC surviving the Merger as the surviving corporation and as an indirect wholly-owned subsidiary of LMHC. At the effective time of the Merger (the "Effective Time"), each issued and outstanding share of common stock of STFC (each, a "Share") (other than the SAM Owned Shares, the Cancelled Shares and the Dissenting Shares, as such terms are defined in the Merger Agreement) was cancelled and converted into the right to receive $52.00 in cash (the "Merger Consideration") without interest and subject to applicable withholding taxes.
- [F3]Pursuant to the Merger Agreement, effective upon the Effective Time, each STFC restricted stock unit (each, a "STFC RSU") that was outstanding immediately prior to the Effective Time, whether vested or unvested, became fully vested, in the case of a time-based vesting STFC RSU, or became vested at the target level of performance, in the case of a performance based vesting STFC RSU, and was automatically converted to the extent vested after giving effect to this clause, into the right to receive a lump-sum amount in cash, without interest, equal to the product of (A) the Merger Consideration and (B) the number of Shares subject to such STFC RSU.
- [F4]Includes STFC RSUs previously granted under the STFC Outside Directors Restricted Share Unit Plan and STFC RSUs credited with dividends, equivalent in value to those declared and paid on one Shares; 275.49 acquired on June 30, 2021; 95.948 acquired on September 30, 2021 and 95.331 acquired on December 31, 2021.
Documents
Issuer
State Auto Financial CORP
CIK 0000874977
Entity typeother
Related Parties
1- filerCIK 0001398593
Filing Metadata
- Form type
- 4
- Filed
- Mar 2, 7:00 PM ET
- Accepted
- Mar 3, 6:06 PM ET
- Size
- 40.2 KB