Brandon Joseph Patrick 4
4 · ALLEGHANY CORP /DE · Filed Oct 21, 2022
Insider Transaction Report
Form 4
Brandon Joseph Patrick
Executive Vice President
Transactions
- Disposition to Issuer
Phantom Stock
2022-10-19−2,386.928→ 0 total→ Common Stock (2,386.928 underlying) - Disposition to Issuer
Common Stock
2022-10-19−31,939→ 0 total - Disposition to Issuer
Restricted Stock Units
2022-10-19−1,150.2→ 0 total→ Common Stock (1,150.2 underlying)
Footnotes (6)
- [F1]Disposition pursuant to the merger (the "Merger") of O&M Acquisition Corp. with and into Alleghany Corporation ("Alleghany"), pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of March 20, 2022, by and among Alleghany, Berkshire Hathaway Inc. and O&M Acquisition Corp.
- [F2]At the effective time of the Merger, each share of Alleghany common stock was converted into the right to receive $848.02 in cash, without interest (the "Merger Consideration").
- [F3]1-for-1.
- [F4]Disposition pursuant to the Merger; at the effective time of the Merger, each restricted stock unit that was not subject to any performance-based vesting requirements ("RSU") was cancelled and converted into the right to receive an amount equal to the Merger Consideration, less any required withholding taxes, within 15 business days of the existing vesting date applicable to such RSU if the holder continues employment through the vesting date, subject to the terms set forth in the Merger Agreement.
- [F5]Represents number of shares of Alleghany common stock underlying Mr. Brandon's RSUs.
- [F6]Each phantom stock unit is the economic equivalent of one share of Alleghany common stock. Disposition pursuant to the Merger; at the effective time of the Merger, the phantom stock units were deemed reinvested into the notional prime rate election alternative under Alleghany's deferred compensation plan, with the amount reinvested being equal to the number of phantom stock units held immediately prior to the effective time of the Merger multiplied by the Merger Consideration.