4//SEC Filing
Charbonneau Scott 4
Accession 0001209191-09-053245
CIK 0001297568other
Filed
Nov 16, 7:00 PM ET
Accepted
Nov 17, 4:56 PM ET
Size
14.1 KB
Accession
0001209191-09-053245
Insider Transaction Report
Form 4
Charbonneau Scott
VP & Chief Actuary
Transactions
- Disposition to Issuer
Common Stock
2009-11-13−8,741→ 0 total - Disposition to Issuer
Restricted Stock Unit
2009-11-13−15,360→ 0 total→ Common Stock (15,360 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2009-11-13−20,000→ 0 totalExercise: $9.63Exp: 2015-01-24→ Common Stock (20,000 underlying) - Disposition to Issuer
Restricted Stock Unit
2009-11-13−10,000→ 0 total→ Common Stock (10,000 underlying)
Footnotes (5)
- [F1]The common stock was disposed of pursuant to the Amended and Restated Agreement and Plan of Merger executed on July 22, 2009 and effective as of June 21, 2009 (the "Merger Agreement") among Tower Group, Inc. ("Tower"), Tower S.F. Merger Corporation, a wholly owned subsidiary of Tower, and the Issuer in exchange for 2,447 shares of Tower common stock having a closing price of $23.74 per share on the effective date of merger. Pursuant to the Merger Agreement, the exchange ratio was fixed at 0.28 by reference to the volume-weighted average price per share of Tower common stock for the 15 trading day window immediately preceding the fifth business day prior to November 17, 2009, the original closing date of the merger.
- [F2]This employee stock option, which is fully vested, was assumed by Tower on the effective date of the merger pursuant to the Merger Agreement and automatically converted into an option to purchase 5,600 shares of Tower common stock exercisable at $34.39 per share.
- [F3]Prior to the effective date of the merger, each restricted stock unit represented a contingent right to receive one share of Issuer common stock.
- [F4]18,200 restricted stock units were granted on 4/4/2008. The restricted stock units vest equally on the first five anniversaries of the grant date beginning on 4/4/2009 and become fully vested on 4/4/2013. On the effective date of the merger, the remaining 15,360 unvested restricted stock units were assumed by Tower pursuant to the Merger Agreement and converted into 4,300 restricted stock units, with each restricted stock unit representing a right to receive one share of Tower common stock upon vesting. The vesting schedule was unchanged.
- [F5]10,000 restricted stock units were granted on 1/14/2009. The restricted stock units vest equally on the first four anniversaries of the grant date beginning on 1/14/2010 and become fully vested on 1/14/2013. On the effective date of the merger, the restricted stock units were assumed by Tower pursuant to the Merger Agreement and converted into 2,800 restricted stock units, with each restricted stock unit representing a right to receive one share of Tower common stock upon vesting. The vesting schedule remained unchanged.
Documents
Issuer
Specialty Underwriters Alliance, Inc.
CIK 0001297568
Entity typeother
Related Parties
1- filerCIK 0001319771
Filing Metadata
- Form type
- 4
- Filed
- Nov 16, 7:00 PM ET
- Accepted
- Nov 17, 4:56 PM ET
- Size
- 14.1 KB