4//SEC Filing
LAROCCO MICHAEL 4
Accession 0001062993-22-006524
CIK 0000874977other
Filed
Mar 2, 7:00 PM ET
Accepted
Mar 3, 10:21 AM ET
Size
8.3 KB
Accession
0001062993-22-006524
Insider Transaction Report
Form 4
LAROCCO MICHAEL
President and CEO
Transactions
- Gift
Common Shares without Par Value
2021-12-30−8,386→ 184,122 total - Disposition to Issuer
Common Shares without Par Value
2022-03-01−284,950→ 0 total
Footnotes (5)
- [F1]on December 30, 2021, this reporting person gifted Shares from his Huntington account, as a donor to his foundation held at the Columbus Foundation.
- [F2]Includes the following acquisitions: 69.091 Shares acquired in December 2021 as dividend reinvestment; 518 Shares acquired in an outside brokerage account as dividend reinvestment; 333.419 Shares acquired in December 2021 through the STFC Employee Stock Purchase Plan. Also includes 1.414 Shares acquired in December 2021 in a DRIP Account.
- [F3]Includes the following: 100,828 performance units pursuant to the STFC 2017 Long-Term Incentive Plan.
- [F4]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.
- [F5]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.
Issuer
State Auto Financial CORP
CIK 0000874977
Entity typeother
Related Parties
1- filerCIK 0001205167
Filing Metadata
- Form type
- 4
- Filed
- Mar 2, 7:00 PM ET
- Accepted
- Mar 3, 10:21 AM ET
- Size
- 8.3 KB