EISDORFER R SCOTT 4
4 · NAVIGATORS GROUP INC · Filed May 23, 2019
Insider Transaction Report
Form 4
EISDORFER R SCOTT
SVP & Chief Admin. Officer
Transactions
- Disposition to Issuer
Common Stock
2019-05-23$70.00/sh−44,497$3,114,790→ 0 total - Disposition to Issuer
Performance Units
2019-05-23−6,500→ 0 total→ Common Stock (6,500 underlying)
Footnotes (4)
- [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).