4//SEC Filing
FOOS JOHN G 4
Accession 0001209191-12-016799
CIK 0000862510other
Filed
Mar 7, 7:00 PM ET
Accepted
Mar 8, 4:03 PM ET
Size
12.6 KB
Accession
0001209191-12-016799
Insider Transaction Report
Form 4
FOOS JOHN G
Director
Transactions
- Disposition to Issuer
Common Stock
2012-03-06−3,500→ 0 total - Disposition to Issuer
Restricted Stock Unit
2012-03-06−733→ 0 totalFrom: 2010-05-21Exp: 2012-05-21→ Common Stock (733 underlying) - Disposition to Issuer
Restricted Stock Unit
2012-03-06−1,466→ 0 totalFrom: 2011-05-20Exp: 2013-05-20→ Common Stock (1,466 underlying) - Disposition to Issuer
Restricted Stock Unit
2012-03-06−2,200→ 0 totalFrom: 2012-05-26Exp: 2012-05-26→ Common Stock (2,200 underlying)
Footnotes (2)
- [F1]Disposed of pursuant to an Agreement and Plan of Merger, dated November 20, 2011, by and among the Transatlantic Holdings, Inc. ("TRH"), Alleghany Corporation ("Alleghany") and Shoreline Merger Sub, Inc. (formerly, Shoreline Merger Sub, LLC) (the "Merger Agreement"). Pursuant to the terms of the Merger Agreement, TRH stockholders could elect to receive, for each share of TRH common stock held, either shares of Alleghany common stock or cash consideration with a value equal to $61.142, which is the sum of (i) 0.145 multiplied by the average of the closing sales prices on the NYSE for Alleghany common stock during the five trading days ending the day before the completion of the merger and (ii) $14.22 (the "Per Share Consideration").
- [F2]Pursuant to the terms of the Merger Agreement, at the Effective Time (as defined in the Merger Agreement), each Restricted Stock Unit ("RSU") held by the reporting person, including each share of TRH common stock from vested RSU's that become deliverable upon the reporting person's departure from the board of directors of TRH, was converted into the right to receive cash in an amount equal to the Per Share Consideration, with such aggregate cash amount converted into a number of phantom units (each phantom unit being the economic equivalent of a share of Alleghany common stock) determined by dividing such aggregate cash amount by the closing price per share of Alleghany common stock on March 6, 2012. The phantom units will settle in cash upon the reporting person's departure from the board of directors of Alleghany.
Documents
Issuer
TRANSATLANTIC HOLDINGS INC
CIK 0000862510
Entity typeother
Related Parties
1- filerCIK 0001252539
Filing Metadata
- Form type
- 4
- Filed
- Mar 7, 7:00 PM ET
- Accepted
- Mar 8, 4:03 PM ET
- Size
- 12.6 KB