LaFrey Timothy L 4
4 · AMERICAN PHYSICIANS SERVICE GROUP INC · Filed Dec 2, 2010
Insider Transaction Report
Form 4
LaFrey Timothy L
DirectorPresident/COO
Transactions
- Disposition to Issuer
Common Stock Options
2010-11-30$13.07/sh−5,000$65,350→ 0 totalExercise: $19.43Exp: 2012-12-06→ Common Stock (5,000 underlying) - Disposition to Issuer
Common Stock Options
2010-11-30$12.00/sh−25,000$300,000→ 0 totalExercise: $20.50Exp: 2013-09-08→ Common Stock (25,000 underlying) - Disposition to Issuer
Common Stock
2010-11-30$32.50/sh−5,000$162,500→ 0 total - Disposition to Issuer
Common Stock
2010-11-30$32.50/sh−738$23,985→ 0 total(indirect: By 401(k)) - Disposition to Issuer
Common Stock Options
2010-11-30$15.50/sh−50,000$775,000→ 0 totalExercise: $17.00Exp: 2012-06-19→ Common Stock (50,000 underlying) - Disposition to Issuer
Deferred Stock
2010-11-30$32.50/sh−17,723$575,998→ 0 total - Disposition to Issuer
Common Stock Options
2010-11-30$9.71/sh−25,000$242,750→ 0 totalExercise: $22.79Exp: 2014-10-01→ Common Stock (25,000 underlying) - Disposition to Issuer
Common Stock Options
2010-11-30$15.14/sh−50,000$757,000→ 0 totalExercise: $17.36Exp: 2012-03-23→ Common Stock (50,000 underlying) - Disposition to Issuer
Common Stock Options
2010-11-30$8.35/sh−25,000$208,750→ 0 totalExercise: $24.15Exp: 2015-06-03→ Common Stock (25,000 underlying)
Footnotes (8)
- [F1]Disposed and cancelled 5,738 shares of Common Stock (defined below), including 738 shares held by the Issuer's 401(k) Plan, in connection with the merger (the "Merger") contemplated by that certain Agreement and Plan of Merger (the "Merger Agreement"), dated as of August 31, 2010, by and among ProAssurance Corporation, CA Bridge Corporation, and American Physicians Service Group, Inc. (the "Issuer"). Pursuant to such Merger Agreement, each share of common stock of the Issuer, par value $0.10 per share (the "Common Stock") was converted into the right to receive $32.50 in cash and cancelled.
- [F2]Disposed and cancelled 17,723 shares of the Issuer's common stock issued under the Issuer's Deferred Compensation Master Plan ("Deferred Stock"). Such Deferred Stock vested immediately prior to the the effective time of the Merger pursuant to the Merger Agreement.
- [F3]This option, which vested over a two-year period from the date of grant, was cancelled in the Merger in exchange for a cash payment of $757,000, representing the difference between the exercise price of the option and the market value of the underlying Common Stock on the effective date of the Merger ($32.50).
- [F4]This option, which vested over a two-year period from the date of grant, was cancelled in the Merger in exchange for a cash payment of $775,000, representing the difference between the exercise price of the option and the market value of the underlying Common Stock on the effective date of the Merger ($32.50).
- [F5]This option, which vested over a two-year period from the date of grant, was cancelled in the Merger in exchange for a cash payment of $65,350, representing the difference between the exercise price of the option and the market value of the underlying Common Stock on the effective date of the Merger ($32.50).
- [F6]This option, which vested over a two-year period from the date of grant, was cancelled in the Merger in exchange for a cash payment of $300,000, representing the difference between the exercise price of the option and the market value of the underlying Common Stock on the effective date of the Merger ($32.50).
- [F7]This option, which provided for vesting over a two-year period from the date of grant, fully-vested immediately prior to the effective time of the Merger and was cancelled in the Merger in exchange for a cash payment of $242,750, representing the difference between the exercise price of the option and the market value of the underlying Common Stock on the effective date of the Merger ($32.50).
- [F8]This option, which provided for vesting over a two-year period from the date of grant, vested immediately prior to the effective time of the Merger and was cancelled in the Merger in exchange for a cash payment of $208,750, representing the difference between the exercise price of the option and the market value of the underlying Common Stock on the effective date of the Merger ($32.50).