4//SEC Filing
Berkey Jason Earl 4
Accession 0001062993-22-006506
CIK 0000874977other
Filed
Mar 2, 7:00 PM ET
Accepted
Mar 3, 9:34 AM ET
Size
6.6 KB
Accession
0001062993-22-006506
Insider Transaction Report
Form 4
Berkey Jason Earl
Senior Vice President
Transactions
- Disposition to Issuer
Common Shares without Par Value
2022-03-01−28,844→ 0 total
Footnotes (3)
- [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]Includes the following acquisitions: 2.24 Shares acquired in December 2021 as dividend reinvestment; 715.89 Shares acquired in December 2021 through the STFC Employee Stock Purchase Plan; 0.056 Shares acquired in December 2021 in a DRIP Account. Also includes 12,040 performance units pursuant to the STFC 2017 Long-Term Incentive Plan.
Issuer
State Auto Financial CORP
CIK 0000874977
Entity typeother
Related Parties
1- filerCIK 0001721409
Filing Metadata
- Form type
- 4
- Filed
- Mar 2, 7:00 PM ET
- Accepted
- Mar 3, 9:34 AM ET
- Size
- 6.6 KB