4//SEC Filing
Lee Steven B. 4
Accession 0000899243-23-011584
CIK 0001801754other
Filed
Apr 23, 8:00 PM ET
Accepted
Apr 24, 4:06 PM ET
Size
10.5 KB
Accession
0000899243-23-011584
Insider Transaction Report
Form 4
Lee Steven B.
DirectorSenior Vice President
Transactions
- Disposition to Issuer
Common Stock
2023-04-21$6.15/sh−64,955$399,473→ 0 total - Disposition to Issuer
Common Stock
2023-04-21$6.15/sh−906,016$5,571,998→ 0 total(indirect: See footnotes) - Disposition to Issuer
Common Stock
2023-04-21$6.15/sh−97,935$602,300→ 0 total(indirect: See footnotes)
Footnotes (5)
- [F1]Pursuant to the Agreement and Plan of Merger, dated as of December 15, 2022 (the "Merger Agreement"), by and among Treadstone Parent Inc., a Delaware corporation ("Parent"), Treadstone Merger Sub Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Parent, and Trean Insurance Group, Inc. (the "Company"), each share of common stock, par value $0.01 per share, of the Company ("Company Common Stock") was converted into the right to receive a cash payment (without interest and subject to any applicable taxes) equal to the per share merger consideration of $6.15. As a result of the Merger, Steven Lee (the "Reporting Person") no longer beneficially owns, directly or indirectly, any shares of Company Common Stock.
- [F2]Includes 3,720 shares in respect of restricted stock units. In accordance with the terms of the Merger Agreement, each restricted stock unit award that was outstanding as of immediately prior to the effective time of the merger automatically became fully vested, was cancelled, and was converted into the right to receive an amount in cash (without interest and subject to applicable withholding taxes) equal to the product of (i) the number of shares of Company Common Stock underlying such restricted stock unit award as of immediately prior to the effective time of the merger, and (ii) the per share merger consideration of $6.15.
- [F3]1,040,186 shares of Company Common Stock were disposed of pursuant to a contribution and exchange agreement between the Reporting Person and an indirect owner of Parent in exchange for equity interests of such indirect owner of Parent, having an equivalent value as of the effective date of the merger based on the per share merger consideration of $6.15. 25,000 shares of Company Common Stock will be settled for cash, as described in Footnote 1.
- [F4]These shares of Company Common Stock were held by the Lee 2020 GST Dynasty Trust, of which the Reporting Person is investment trustee.
- [F5]These shares of Company Common Stock were held by the Steven B. Lee 2020 GRAT, of which the Reporting Person is trustee.
Documents
Issuer
Trean Insurance Group, Inc.
CIK 0001801754
Entity typeother
Related Parties
1- filerCIK 0001816250
Filing Metadata
- Form type
- 4
- Filed
- Apr 23, 8:00 PM ET
- Accepted
- Apr 24, 4:06 PM ET
- Size
- 10.5 KB