TAUSSIG TIMOTHY T 4
4 · EPOCH HOLDING CORP · Filed Dec 26, 2012
Insider Transaction Report
Form 4
TAUSSIG TIMOTHY T
Chief Operating Officer
Transactions
- Other
Common Stock
2012-12-24−393,939→ 0 total(indirect: By Trust) - Other
Common Stock
2012-12-24−221,440→ 0 total(indirect: By GRAT No. 3) - Other
Common Stock
2012-12-24−333,444→ 83,118 total
Holdings
- 948,823(indirect: By Trust)
Common Stock
Footnotes (5)
- [F1]The reporting person transferred 333,444 shares to the TT Taussig 2012 Family Trust u/a/d December 14, 2012 (the "Trust"). Mr. Taussig is the Settlor of the Trust and continues to have power to vote and dispose of the shares.
- [F2]The reporting person's GRAT No. 3 transferred 221,440 shares to the TT Taussig 2012 Family Trust u/a/d December 14, 2012 (the "Trust"). Mr. Taussig is the Settlor of the Trust and continues to have power to vote and dispose of the shares.
- [F3]The reporting person's family trust transferred 393,939 shares to the TT Taussig 2012 Family Trust u/a/d December 14, 2012 (the "Trust"). Mr. Taussig is the Settlor of the Trust and continues to have power to vote and dispose of the shares.
- [F4]The reporting person is a party to the Voting and Support Agreement, dated December 6, 2012 (the "Voting Agreement"), with The Toronto-Dominion Bank ("TD"), which was entered into in connection with the Agreement and Plan of Merger, dated as of December 6, 2012, among Epoch Holding Corporation, TD and Empire Merger Sub, Inc. Pursuant to the Voting Agreement, the reporting person has agreed, among other things: (i) to vote the shares held by him in favor of the adoption of the Merger Agreement and against any alternative proposal; and (continued on footnote 5)
- [F5](ii) not to transfer any shares, subject to certain exceptions, including an exception permitting the reporting person to transfer shares in connection with bona fide estate and tax planning purposes to the reporting person's immediate family or to any trust established for the benefit of the reporting person and/or one or more members of the reporting person's immediate family, subject to the transferee agreeing in writing (in form and substance reasonably acceptable to TD) to be bound by the terms of the Voting Agreement. The shares covered by this report were transferred pursuant to such exception and each of the transferees has agreed to be bound by the terms of the Voting Agreement.