4//SEC Filing
DeFalco Ciro M 4
Accession 0001209191-19-032493
CIK 0000793547other
Filed
May 22, 8:00 PM ET
Accepted
May 23, 7:08 PM ET
Size
12.3 KB
Accession
0001209191-19-032493
Insider Transaction Report
Form 4
DeFalco Ciro M
VP & Treasurer
Transactions
- Disposition to Issuer
Restricted Stock Units
2019-05-23−8,243→ 0 total→ Common Stock (8,243 underlying) - Disposition to Issuer
Common Stock
2019-05-23$70.00/sh−40,896$2,862,720→ 0 total - Disposition to Issuer
Performance Units
2019-05-23−20,045→ 0 total→ Common Stock (20,045 underlying)
Footnotes (7)
- [F1]On May 23, 2019, The Hartford Financial Services Group, Inc. ("The Hartford") acquired the Issuer pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of August 22, 2018, by and among the Issuer, The Hartford and Renato Acquisition Co., a wholly owned subsidiary of The Hartford (the "Merger").
- [F2]Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each share of common stock of the Issuer, par value $0.10 per share ("Issuer Common Stock") issued and outstanding immediately prior to the Effective Time was converted into the right to receive $70.00 in cash, without interest (the "Merger Consideration").
- [F3]Each performance unit represents the right to receive one share of Issuer Common Stock.
- [F4]The Merger Agreement provides that each performance unit award granted on or after January 1, 2017 and prior to January 1, 2019, that was granted under the Company Stock Plan (as defined in the Merger Agreement) and that was outstanding immediately prior to the Effective Time and is payable in shares of Issuer Common Stock (together, the "2020 Vesting Company Awards") was canceled and converted into the right to receive a cash payment equal to the product of (A) the Merger Consideration multiplied by (B) the target number of shares of Issuer Common Stock that were subject to the 2020 Vesting Company Awards immediately prior to the Effective Time; provided, that the right to a cash payment with respect to such award was subject to the same vesting and payment schedules as the 2020 Vesting Company Award it replaced (other than performance-based vesting conditions).
- [F5]Each restricted stock unit represents the right to receive one share of Issuer Common Stock.
- [F6]The Merger Agreement provides that each restricted stock unit award granted on or after January 1, 2019 that was outstanding immediately prior to the Effective Time and was payable in Issuer Common Stock (together, the "2019 New Company Awards"), was canceled and converted into the right to receive a number of restricted stock units issued pursuant to The Hartford 2014 Incentive Stock Plan (each, a "Hartford RSU") in respect of shares of common stock, par value $0.01 per share, of The Hartford ("Hartford Common Stock") equal to (A) the Merger Consideration multiplied by the number of restricted stock units in the applicable tranche, subject to the 2019 New Company Award immediately prior to the Effective Time, divided by (B) the closing price of a share of Hartford Common Stock on the New York Stock Exchange on the business day immediately prior to the closing of the Merger.
- [F7]Each Hartford RSU issued pursuant to Footnote 6 will be subject to the same vesting and payment schedules as the 2019 New Company Award it replaced (other than performance-based vesting conditions).
Documents
Issuer
NAVIGATORS GROUP INC
CIK 0000793547
Entity typeother
Related Parties
1- filerCIK 0001534268
Filing Metadata
- Form type
- 4
- Filed
- May 22, 8:00 PM ET
- Accepted
- May 23, 7:08 PM ET
- Size
- 12.3 KB