Home/Filings/4/0001181580-22-000005

4//SEC Filing

NEWCASTLE CAPITAL GROUP LLC 4

Accession 0001181580-22-000005

CIK 0000819913other

View on SEC.gov Company Profile

Filed

Apr 4, 8:00 PM ET

Accepted

Apr 5, 11:47 AM ET

Size

22.3 KB

Accession

0001181580-22-000005

Insider Transaction Report

Form 4

Period: 2022-04-03

HALLMARK FINANCIAL SERVICES INCHALL

NCM SERVICES, INC.

10% Owner

Transactions

Award
Restricted Stock Units
2021-12-21+127,374→ 127,374 total
Exp: 2026-03-31→ Common Stock
Award
Restricted Stock Units
2022-04-03+123,968→ 123,968 total
Exp: 2027-03-31→ Common Stock

Holdings

Common Stock
(indirect: Shares directly owned by NCM Services, Inc.)
949,702
Common Stock
202,580
Common Stock
(indirect: Shares directly owned by Newcastle Capital Management, L.P.)
172,776
Common Stock
(indirect: Shares directly owned by Newcastle Partners, L.P.)
3,730,432

Schwarz 2012 Family Trust

10% Owner

Transactions

Award
Restricted Stock Units
2022-04-03+123,968→ 123,968 total
Exp: 2027-03-31→ Common Stock
Award
Restricted Stock Units
2021-12-21+127,374→ 127,374 total
Exp: 2026-03-31→ Common Stock

Holdings

Common Stock
202,580
Common Stock
(indirect: Shares directly owned by Newcastle Capital Management, L.P.)
172,776
Common Stock
(indirect: Shares directly owned by NCM Services, Inc.)
949,702
Common Stock
(indirect: Shares directly owned by Newcastle Partners, L.P.)
3,730,432

NEWCASTLE CAPITAL GROUP LLC

Other

Transactions

Award
Restricted Stock Units
2021-12-21+127,374→ 127,374 total
Exp: 2026-03-31→ Common Stock
Award
Restricted Stock Units
2022-04-03+123,968→ 123,968 total
Exp: 2027-03-31→ Common Stock

Holdings

Common Stock
202,580
Common Stock
(indirect: Shares directly owned by Newcastle Capital Management, L.P.)
172,776
Common Stock
(indirect: Shares directly owned by NCM Services, Inc.)
949,702
Common Stock
(indirect: Shares directly owned by Newcastle Partners, L.P.)
3,730,432

NEWCASTLE CAPITAL MANAGEMENT LP

DirectorExecutive Chairman10% Owner

Transactions

Award
Restricted Stock Units
2021-12-21+127,374→ 127,374 total
Exp: 2026-03-31→ Common Stock
Award
Restricted Stock Units
2022-04-03+123,968→ 123,968 total
Exp: 2027-03-31→ Common Stock

Holdings

Common Stock
202,580
Common Stock
(indirect: Shares directly owned by Newcastle Capital Management, L.P.)
172,776
Common Stock
(indirect: Shares directly owned by NCM Services, Inc.)
949,702
Common Stock
(indirect: Shares directly owned by Newcastle Partners, L.P.)
3,730,432

NEWCASTLE PARTNERS L P

10% Owner

Transactions

Award
Restricted Stock Units
2022-04-03+123,968→ 123,968 total
Exp: 2027-03-31→ Common Stock
Award
Restricted Stock Units
2021-12-21+127,374→ 127,374 total
Exp: 2026-03-31→ Common Stock

Holdings

Common Stock
(indirect: Shares directly owned by Newcastle Capital Management, L.P.)
172,776
Common Stock
(indirect: Shares directly owned by NCM Services, Inc.)
949,702
Common Stock
202,580
Common Stock
(indirect: Shares directly owned by Newcastle Partners, L.P.)
3,730,432

SCHWARZ MARK E

DirectorExecutive Chairman10% Owner

Transactions

Award
Restricted Stock Units
2021-12-21+127,374→ 127,374 total
Exp: 2026-03-31→ Common Stock
Award
Restricted Stock Units
2022-04-03+123,968→ 123,968 total
Exp: 2027-03-31→ Common Stock

Holdings

Common Stock
(indirect: Shares directly owned by Newcastle Capital Management, L.P.)
172,776
Common Stock
(indirect: Shares directly owned by Newcastle Partners, L.P.)
3,730,432
Common Stock
202,580
Common Stock
(indirect: Shares directly owned by NCM Services, Inc.)
949,702

Footnotes (4)

[F1]Direct ownership by Mr. Schwarz.
[F2]Mr. Schwarz is the sole trustee of the Schwarz 2012 Family Trust (the "Trust") and a director and officer of NCM Services, Inc. ("NCMS"). The Trust is the sole shareholder of NCMS, which is the sole member of Newcastle Capital Group, L.L.C. ("NCG"), which is the general partner of Newcastle Capital Management, L.P. ("NCM"), which is the general partner of Newcastle Partners, L.P. ("NP"). Accordingly, Mr. Schwarz may be deemed the beneficial owner of all shares held by any of the Trust, NCMS, NCG, NCM or NP, and each of these entities may be deemed the beneficial owner of all shares held by the entities which they directly or indirectly own or control.
[F3]Each restricted stock unit represents the right to receive shares of common stock upon satisfaction of vesting requirements and performance criteria. Up to 50% of the shares may become issuable as of March 31, 2024, a cumulative of 80% of the shares may become issuable as of March 31, 2025, and a cumulative of 100% of the shares may become issuable as of March 31, 2026. The performance criteria for 63,687 of the restricted stock units is based on the gross 2021 accident year combined ratio ("2021 AYCR%") for the period from from January 1, 2021 to the December 31 preceding each vesting date, and earns a percentage of a share of common stock per restricted stock unit, as follows: (a) 100.0% or greater 2021 AYCR% earns 0%; (b) 99.2% 2021AYCR% earns 20%; (c) 98.4% 2021 AYCR% earns 40%; (d) 97.6% 2021 AYCR% earns 60%; (e) 96.8% 2021 AYCR% earns 80%; (f) 96.0% 2021 AYCR% earns 100%; (g) 95,2% 2021 AYCR% earns 110%; (h) 94.4% 2021 AYCR% earns 120%; (i) 93.6% 2021 AYCR% earns 130%; (j) 92.8% 2021 AYCR% earns 140%; and (k) 92.0% or less 2021 AYCR% earns 150%. The performance criteria for 63,687 of the restricted stock units is based on the compound average annual growth rate ("CAAGR") in book value per share from January 1, 2021 to the December 31 preceding each vesting date and earns a percentage of a share of common stock per restricted stock unit, as follows: (i) 1.0% or less CAAGR earns 0%; (ii) 1.8% CAAGR earns 20%; (iii) 2.6% CAAGR earns 40%; (iv) 3.4% CAAGR earns 60%; (v) 4.2% CAAGR earns 80%; (vi) 5.0% CAAGR earns 100%; (vii) 5.8% CAAGR earns 110%; (viii) 6.6% CAAGR earns 120%; (ix) 7.4% CAAGR earns 130%; (xi) 8.2% CAAGR earns 140%; and (xii) 10.0% or greater CAAGR earns 150%.
[F4]Each restricted stock unit represents the right to receive shares of common stock upon satisfaction of vesting requirements and performance criteria. Up to 50% of the shares may become issuable as of March 31, 2025, a cumulative of 80% of the shares may become issuable as of March 31, 2026, and a cumulative of 100% of the shares may become issuable as of March 31, 2027. The performance criteria for 61,984 of the restricted stock units is based on the gross 2022 accident year combined ratio ("2022 AYCR%") for the period from from January 1, 2022 to the December 31 preceding each vesting date, and earns a percentage of a share of common stock per restricted stock unit, as follows: (a) 95.4% or greater 2022 AYCR% earns 0%; (b) 94.6% 2022 AYCR% earns 20%; (c) 93.8% 2022 AYCR% earns 40%; (d) 93.0% 2022 AYCR% earns 60%; (e) 92.2% 2022 AYCR% earns 80%; (f) 91.4% 2022 AYCR% earns 100%; (g) 90.6% 2022 AYCR% earns 110%; (h) 89.8% 2022 AYCR% earns 120%; (i) 89.0% 2022 AYCR% earns 130%; (j) 88.2% 2022 AYCR% earns 140%; and (k) 87.4% or less 2022 AYCR% earns 150%. The performance criteria for 61,984 of the restricted stock units is based on the compound average annual growth rate ("CAAGR") in book value per share from January 1, 2022 to the December 31 preceding each vesting date and earns a percentage of a share of common stock per restricted stock unit, as follows: (i) 1.0% or less CAAGR earns 0%; (ii) 1.8% CAAGR earns 20%; (iii) 2.6% CAAGR earns 40%; (iv) 3.4% CAAGR earns 60%; (v) 4.2% CAAGR earns 80%; (vi) 5.0% CAAGR earns 100%; (vii) 5.8% CAAGR earns 110%; (viii) 6.6% CAAGR earns 120%; (ix) 7.4% CAAGR earns 130%; (xi) 8.2% CAAGR earns 140%; and (xii) 10.0% or greater CAAGR earns 150%.

Documents

1 file

4
edgar.xmlPrimary
PRIMARY DOCUMENT

Issuer

HALLMARK FINANCIAL SERVICES INC

CIK 0000819913

→

Entity typeother

IncorporatedTX

Related Parties

filerCIK 0001251293

Filing Metadata

Form type: 4
Filed: Apr 4, 8:00 PM ET
Accepted: Apr 5, 11:47 AM ET
Size: 22.3 KB

View on SEC.gov