4//SEC Filing
SAKS DAVID 4
Accession 0001365555-18-000179
CIK 0001365555other
Filed
Nov 29, 7:00 PM ET
Accepted
Nov 30, 4:09 PM ET
Size
20.3 KB
Accession
0001365555-18-000179
Insider Transaction Report
Form 4
SAKS DAVID
CHIEF LEGAL OFFICER
Transactions
- Disposition to Issuer
Common Stock
2018-11-29−73,274→ 69,273 total - Disposition to Issuer
Common Stock
2018-11-29−2,000→ 0 total(indirect: By Children) - Disposition to Issuer
Restricted Stock Units
2018-11-29−8,352→ 0 total→ Common Stock (8,352 underlying) - Disposition to Issuer
Restricted Stock Units
2018-11-29−22,089→ 0 total→ Common Stock (22,089 underlying) - Disposition to Issuer
Restricted Stock Units
2018-11-29−43,742→ 0 total→ Common Stock (43,742 underlying) - Disposition to Issuer
Common Stock
2018-11-29−69,273→ 0 total - Disposition to Issuer
Common Stock
2018-11-29−2,000→ 0 total(indirect: By Trust) - Disposition to Issuer
Restricted Stock Units
2018-11-29−19,113→ 0 total→ Common Stock (19,113 underlying)
Footnotes (9)
- [F1]Pursuant to the Rollover Agreement dated as of November 29, 2018 (the "Rollover Agreement"), 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]Disposed of pursuant to the Merger Agreement in exchange for $14.75 per share in cash, 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, 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. Saks 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. Saks 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 March 27, 2018, Mr. Saks received restricted stock units subject to a four-year vesting schedule, vesting 25% on each March 5th of the first, second, third and fourth years following the grant date.
- [F8]Pursuant to the Merger Agreement, each outstanding restricted stock unit in this grant was canceled and converted into a right to receive on the vesting date originally applicable to such restricted stock unit, subject to the terms applicable to such restricted stock unit, a cash payment, without interest, equal to the Merger Consideration, multiplied by the number of restricted stock units vesting on that vesting date.
- [F9]On April 5, 2017, Mr. Saks received restricted stock units subject to a four-year vesting schedule, vesting 25% on each March 5th of the first, second, third and fourth years following the grant date.
Documents
Issuer
Amtrust Financial Services, Inc.
CIK 0001365555
Entity typeother
Related Parties
1- filerCIK 0001464765
Filing Metadata
- Form type
- 4
- Filed
- Nov 29, 7:00 PM ET
- Accepted
- Nov 30, 4:09 PM ET
- Size
- 20.3 KB