Miller Gina Byrne 4

Accession 0001798450-24-000003

CIK 0001635984other

Filed

Jul 10, 8:00 PM ET

Accepted

Jul 11, 1:32 PM ET

Size

24.1 KB

Accession

0001798450-24-000003

Form 4

Period: 2024-07-09

Other

Transactions

Exercise/Conversion
Restricted Stock Units
2024-07-09−153→ 0 total
From: 2025-12-14Exp: 2025-12-14→ Class A Common Stock (153 underlying)
Disposition to Issuer
Class A Common Stock
2024-07-09$500.00/sh−348$174,000→ 0 total
Exercise/Conversion
Class A Common Stock
2024-07-09$500.00/sh−153$76,500→ 0 total
Exercise/Conversion
Restricted Stock Units
2024-07-09−78→ 0 total
From: 2024-12-14Exp: 2024-12-14→ Class A Common Stock (78 underlying)
Exercise/Conversion
Class A Common Stock
2024-07-09$218.44/sh+348$76,017→ 348 total
Exercise/Conversion
Stock Appreciation Rights
2024-07-09−348→ 0 total
Exercise: $218.44From: 2022-12-14Exp: 2031-12-14→ Class A Common Stock (348 underlying)
Exercise/Conversion
Class A Common Stock
2024-07-09$220.61/sh+1,700$375,037→ 1,700 total
Exercise/Conversion
Class A Common Stock
2024-07-09+78→ 78 total
Exercise/Conversion
Class A Common Stock
2024-07-09$500.00/sh−78$39,000→ 0 total
Exercise/Conversion
Class A Common Stock
2024-07-09+153→ 153 total
Disposition to Issuer
Class A Common Stock
2024-07-09$500.00/sh−1,700$850,000→ 0 total
Exercise/Conversion
Stock Appreciation Rights
2024-07-09−1,700→ 0 total
Exercise: $220.61From: 2023-12-14Exp: 2032-12-14→ Class A Common Stock (1,700 underlying)

Footnotes (5)

[F1]On July 9, 2024, at the effective time of the merger between the Issuer and a wholly owned subsidiary of Prosperity Group Holdings LP (the "Merger"), each share of Class A Common Stock, par value $0.01 per share, of the Issuer ("Class A Common Stock") was converted into the right to receive $500.00 in cash, without interest (the "Merger Consideration").
[F2]Under the Merger Agreement, at the effective time of the Merger, each SAR became fully vested and was cancelled and converted into the right to receive the excess, if any, of the Merger Consideration over the exercise price of the SAR, without interest, multiplied by the number of shares of Class A Common Stock subject to such award.
[F3]The exercise price reflects the weighted average exercise price for the Reporting Person's outstanding SARs.
[F4]Each restricted stock unit represents a contingent right to receive, with no additional consideration payable, the cash value of one share of Class A Common Stock.
[F5]At the effective time of the Merger, the vesting of each outstanding restricted stock unit ("RSU") was accelerated (if not already vested), with any performance condition deemed achieved at the target, and each RSU was cancelled and converted into the right to receive the Merger Consideration, multiplied by the number of shares of common stock subject to that RSU.

Documents

1 file

National Western Life Group, Inc.

CIK 0001635984

Entity typeother