Suiter Julia B. 4
4 · ICC Holdings, Inc. · Filed Mar 17, 2025
Insider Transaction Report
Form 4
Suiter Julia B.
Chief Legal Officer
Transactions
- Disposition to Issuer
Common Stock
2025-03-13$23.50/sh−5,738$134,843→ 0 total - Disposition to Issuer
Common Stock
2025-03-13$23.50/sh−2,500$58,750→ 0 total(indirect: 401 (k)) - Disposition to Issuer
Restricted Stock Unit
2025-03-13−2,800→ 0 totalExercise: $0.00→ Common Stock (0 underlying) - Disposition to Issuer
Restricted Stock Unit
2025-03-13−500→ 0 totalExercise: $0.00→ Common Stock (0 underlying) - Disposition to Issuer
Restricted Stock Unit
2025-03-13−1,267→ 0 totalExercise: $0.00→ Common Stock (0 underlying) - Disposition to Issuer
Common Stock
2025-03-13$23.50/sh−5,331$125,279→ 0 total(indirect: By ESOP)
Footnotes (2)
- [F1]This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger, dated as of June 8, 2024, as amended (the "Merger Agreement"), by and among ICC Holdings, Inc. (the "Company"), Mutual Capital Holdings, Inc. ("Parent"), and Mutual Capital Merger Sub, Inc., a copy of which are filed as Exhibits 2.1, 2.2, 2.3 and 2.4 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on January 31, 2025, pursuant to which the Company became a wholly-owned subsidiary of Parent (the "Merger") on March 13, 2025 (the "Effective Time"). At the Effective Time, each issued and outstanding share of common stock of the Company was converted into the right to receive $23.50 in cash (the "Merger Consideration"), without interest, subject to any withholding taxes.
- [F2]Pursuant to the Merger Agreement, at the Effective Time, the restricted stock units subject to time-based vesting restrictions ("RSUs") were canceled in consideration for the right to receive a lump sum cash payment (less any applicable tax withholdings) equal to the product obtained by multiplying (1) the amount of the Merger Consideration by (2) the total number of shares of common stock represented by such RSUs.