4/A//SEC Filing
YANOFF GLENN ROBERT 4/A
Accession 0001473069-10-000043
CIK 0000847431other
Filed
Nov 28, 7:00 PM ET
Accepted
Nov 29, 3:24 PM ET
Size
12.4 KB
Accession
0001473069-10-000043
Insider Transaction Report
Form 4/AAmended
NYMAGIC INCNYM
Transactions
- Disposition to Issuer
Common Stock
2010-11-23$25.75/sh−11,116$286,237→ 0 total - Disposition to Issuer
Common Stock-Deferred Share Units
2010-11-23$25.75/sh−274$7,056→ 0 total - Disposition to Issuer
Stock Options
2010-11-23$14.47/sh−10,000$144,700→ 0 totalExercise: $14.47From: 2006-09-18Exp: 2012-09-18→ common stock (10,000 underlying) - Disposition to Issuer
Common Stock- Restricted Share Units
2010-11-23$25.75/sh−2,000$51,500→ 0 total
Footnotes (3)
- [F1]Disposed of pursuant to the Agreement and Plan of Merger by and among ProSight Specialty Insurance Holdings Inc. ("ProSight"), PSI Merger Sub Inc. ("Merger Sub") and NYMAGIC, INC. (the "company"),dated as of July 15, 2010, which provided for a Merger in Which the Company would become a wholly-owned subsidiary of ProSight and would cease to be an independent, publicly-traded company (the "Merger"). The Merger becameeffective on November 23, 2010. A the effective time of the Merger, each outstanding share of the company's common stock (other than shares owned by the Company, it's subsidiaries, ProSight or Merger Sub) converted into the right to receive $25.75 in cash, without interest and less any applicable withholding taxes (the "Merger Consideration).
- [F2]As of the effective time of the Merger, each restricted stock unit, whether vested or unvested ("Company RSU"), each deferred stock unit ("Company DSU") and each performance targethave been achieved ("Company PSU") were cancelled and converted into the right to receive an amopunt of cash, equal to (A) the number of shares of company common stock issuable upon conversion of such Company RSU, Company DSU or Company PSU multiplied by the Merger Consideration, plus (B) any interest and the value of any dividend rights credited with respect to any such Company RSU, Company DSU or Company PSU minus(C) any required withholding taxes.
- [F3]These options, which provided for vesting in four equal installments beginning on September 18, 2003 were cancelled, terminated and converted into the right to receive a cash amountequal to the Option Consideration for each share of common stock of the company ("Company Share") then subject to the right to acquire Company shares (the "Company Option"). "Option Consideration" means, with respect to any Company Share subject to a particular Company Option, an amount equal to the excess, if any , of (i) the Merger Consideration over (ii) the exercise price payable in respect of such Company Shares subject to such Company Options and any required withholding taxes.
Documents
Issuer
NYMAGIC INC
CIK 0000847431
Entity typeother
Related Parties
1- filerCIK 0001091400
Filing Metadata
- Form type
- 4/A
- Filed
- Nov 28, 7:00 PM ET
- Accepted
- Nov 29, 3:24 PM ET
- Size
- 12.4 KB