PHILADELPHIA CONSOLIDATED HOLDING CORP 4
4 · PHILADELPHIA CONSOLIDATED HOLDING CORP · Filed Nov 13, 2006
Insider Transaction Report
Form 4
MAGUIRE CHRISTOPHER JAMES
EVP & CUO
Transactions
- Other
Common Stock
2006-11-09−299,448→ 388,674 total - Other
Variable Prepaid
2006-11-09+299,448→ 299,448 total(indirect: See Footnote)→ Common Stock
Footnotes (4)
- [F1]A trust (the "Trust") of which the Reporting Person is a beneficiary and co-trustee entered into a forward purchase agreement with Deutsche Bank AG, London Branch (the "Agreement") relating to up to 299,448 shares (the "Contract Amount") of Common Stock. The Agreement provides that the Trust will deliver one block of up to 299,448 shares (or, at the Trust?s option, the cash equivalent) on 11/7/2008 (the "Settlement Date"). The final number of shares (or at, the option of the Trust, the cash equivalent of such shares) to be delivered on the Settlement Date shall be determined as follows: (a) if the price of the Shares on the Settlement Date (the "Settlement Value") is less than or equal to $41.9168 (the "Floor Price"), the number of shares will be equal to the Contract Amount.
- [F2](b) if the Floor Price is less than the Settlement Value, and the Settlement Value is less than $56.5877 (the "Threshold Price"), the number of Shares will be equal to the Contract Amount multiplied by a fraction whose numerator is the Floor Price and whose denominator is the Settlement Value. (c) if the Settlement Value is greater than the Threshold Price, then the number of shares will be equal to the Contract Amount minus such Contract Amount multiplied by a fraction whose numerator is the Threshold Price, minus the Floor Price, and whose denominator is the Settlement Value. The Trust received $10,556,149.52 under the Agreement.
- [F3]The Trust received $10,556,149.52 under the Agreement.
- [F4]The Reporting Person is a trustee and beneficiary of the Trust which has entered into the Agreement.