PHOENIX COMPANIES INC/DE 4
4 · PHOENIX COMPANIES INC/DE · Filed Jun 22, 2016
Insider Transaction Report
Form 4
WEINBACH ARTHUR F
Director
Transactions
- Disposition to Issuer
Restricted Stock Units (Director Retainer)
2016-06-20−27,071.088→ 0 total→ Common Stock (27,071.088 underlying)
Footnotes (2)
- [F1]On June 20, 2016, Nassau Reinsurance Group Holdings, L.P. ("Nassau") acquired The Phoenix Companies, Inc. (the "Company") pursuant to the Agreement and Plan of Merger by and among Nassau, Davero Merger Sub Corp., a direct wholly-owned subsidiary of Nassau ("Merger Sub"), and the Company, dated as of September 28, 2015 (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub merged with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly owned subsidiary of Nassau. As a result of the Merger, the Company ceased to be a publicly traded company.
- [F2]Pursuant to the Merger Agreement, outstanding Restricted Stock Units ("RSUs"), whether vested or unvested, were cancelled at the effective time of the Merger and converted into the right to receive, without interest, an amount equal to the product of the number of shares previously subject to the RSUs and the Merger Consideration less any required withholding taxes.