4//SEC Filing
Karkowsky Adam 4
Accession 0001365555-18-000177
CIK 0001365555other
Filed
Nov 29, 7:00 PM ET
Accepted
Nov 30, 4:08 PM ET
Size
17.7 KB
Accession
0001365555-18-000177
Insider Transaction Report
Form 4
Karkowsky Adam
Senior Vice President
Transactions
- Disposition to Issuer
Stock Option
2018-11-29−110,002→ 0 totalExercise: $14.65From: 2014-05-23Exp: 2023-05-23→ Common Stock (110,002 underlying) - Disposition to Issuer
Restricted Stock Units
2018-11-29−19,113→ 0 total→ Common Stock (19,113 underlying) - Disposition to Issuer
Restricted Stock Units
2018-11-29−43,742→ 0 total→ Common Stock (43,742 underlying) - Disposition to Issuer
Common Stock
2018-11-29−72,987→ 0 total - Disposition to Issuer
Restricted Stock Units
2018-11-29−7,308→ 0 total→ Common Stock (7,308 underlying) - Disposition to Issuer
Restricted Stock Units
2018-11-29−28,113→ 0 total→ Common Stock (28,113 underlying)
Footnotes (8)
- [F1]Pursuant to the Rollover Agreement dated as of November 29, 2018, among the reporting person and Evergreen Parent, L.P. ("Parent"), the reporting person agreed to contribute these shares to Parent (the "Rollover") in exchange for Class A limited partnership interests in Parent, effective as of the effective time of the merger contemplated by the Agreement and Plan of Merger dated as of March 1, 2018 and as amended June 6, 2018, by and among AmTrust Financial Services, Inc., Parent and Evergreen Merger Sub, Inc. (the "Merger Agreement"). For purposes of the Rollover, the reporting person's shares were valued at $13.50 per share.
- [F2]These options were canceled pursuant to the Merger Agreement for a cash payment per share equal to the difference between the exercise price and the merger consideration of $14.75 per share, without interest, less any applicable withholding taxes.
- [F3]When granted, each restricted stock unit represented a contingent right to receive one share of AmTrust Financial Services, Inc.'s common stock.
- [F4]Pursuant to the Rollover Agreement dated as of November 29, 2018, among the reporting person and Parent, effective as of the effective time of the merger contemplated by the Merger Agreement, pursuant to which AmTrust Financial Services, Inc. is the Surviving Corporation, these RSUs were converted into the right to receive a number of shares of non-voting common stock of the Surviving Corporation equal to the number of shares of AmTrust Financial Services, Inc. common stock underlying the RSU, upon the vesting dates and subject to the vesting conditions originally applicable to the RSUs. Upon vesting and conversion to non-voting common stock of the Surviving Corporation, the non-voting common stock is immediately convertible into Class A limited partnership interests in Parent.
- [F5]On May 23, 2015, Mr. Karkowsky received restricted stock units subject to a four-year vesting schedule, vesting 25% on the first, second, third and fourth anniversaries of the grant date.
- [F6]On May 23, 2016, Mr. Karkowsky received restricted stock units subject to a four-year vesting schedule, vesting 25% on the first, second, third and fourth anniversaries of the grant date.
- [F7]On April 5, 2017, Mr. Karkowsky received restricted stock units subject to a four-year vesting schedule, vesting 25% annually on the first, second, third and fourth March 5th following the grant date.
- [F8]On March 27, 2018, Mr. Karkowsky received restricted stock units subject to a four-year vesting schedule, vesting 25% annually on the first, second, third and fourth March 5th following the grant date.
Documents
Issuer
Amtrust Financial Services, Inc.
CIK 0001365555
Entity typeother
Related Parties
1- filerCIK 0001601030
Filing Metadata
- Form type
- 4
- Filed
- Nov 29, 7:00 PM ET
- Accepted
- Nov 30, 4:08 PM ET
- Size
- 17.7 KB