Mrozek Matthew Stanley 4
4 · State Auto Financial CORP · Filed Mar 3, 2022
Insider Transaction Report
Form 4
Mrozek Matthew Stanley
Vice President
Transactions
- Gift
Common Shares without Par Value
2021-12-30−397→ 692 total - Gift
Common Shares without Par Value
2022-01-13−110→ 582 total - Gift
Common Shares without Par Value
2022-01-24−550→ 32 total - Disposition to Issuer
Common Shares without Par Value
2022-03-01−7,903→ 0 total
Footnotes (7)
- [F1]On December 30, 2021, this reporting person gifted Shares from his Fidelity account to a donor-advised fund.
- [F2]Includes the following acquisitions: 0.2052 Shares acquired in December 2021 in a DRIP account.
- [F3]On January 13, 2022 this reporting person gifted Shares from his Computershare account to a donor-advised fund.
- [F4]On January 24, 2022 this reporting person gifted Shares from his Fifth Third Securities Account to a donor-advised fund.
- [F5]Includes the following: 7,871 performance units pursuant to the STFC 2017 Long-Term Incentive Plan.
- [F6]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.
- [F7]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.