4//SEC Filing
Smith Courtney C 4
Accession 0001209191-09-053253
CIK 0001297568other
Filed
Nov 16, 7:00 PM ET
Accepted
Nov 17, 5:05 PM ET
Size
14.1 KB
Accession
0001209191-09-053253
Insider Transaction Report
Form 4
Smith Courtney C
DirectorCEO, President & Chairman BOD
Transactions
- Disposition to Issuer
Common Stock
2009-11-13−30,000→ 0 total→ Common Stock (30,000 underlying) - Disposition to Issuer
Common Stock
2009-11-13−32,947→ 0 total - Disposition to Issuer
Restricted Stock Unit
2009-11-13−190,000→ 0 totalExercise: $9.50Exp: 2014-11-17→ Common Stock (190,000 underlying) - Disposition to Issuer
Restricted Stock Unit
2009-11-13−48,000→ 0 total→ Common Stock (48,000 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 9,225 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 53,199 shares of Tower common stock exercisable at $33.93 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]60,000 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 48,000 unvested restricted stock units were assumed by Tower pursuant to the Merger Agreement and converted into 13,440 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]30,000 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 8,400 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.
Documents
Issuer
Specialty Underwriters Alliance, Inc.
CIK 0001297568
Entity typeother
Related Parties
1- filerCIK 0001297943
Filing Metadata
- Form type
- 4
- Filed
- Nov 16, 7:00 PM ET
- Accepted
- Nov 17, 5:05 PM ET
- Size
- 14.1 KB