4//SEC Filing
Barnett John R 4
Accession 0000009346-21-000076
CIK 0000009346other
Filed
Jun 2, 8:00 PM ET
Accepted
Jun 3, 5:25 PM ET
Size
7.8 KB
Accession
0000009346-21-000076
Insider Transaction Report
Form 4
Protective Insurance CorpPTVCA/B
Barnett John R
Chief Financial Officer
Transactions
- Disposition to Issuer
Class B Common Stock
2021-06-01$23.30/sh−3,928$91,522→ 15,015 total - Disposition to Issuer
Class B Common Stock
2021-06-01$23.30/sh−15,015$349,850→ 0 total
Footnotes (3)
- [F1]Pursuant to the Agreement and Plan of Merger, dated as of February 14, 2021 (the "Merger Agreement"), by and among Protective Insurance Corporation (the "Company"), The Progressive Corporation ("Progressive") and Carnation Merger Sub Inc., a wholly-owned indirect subsidiary of Progressive ("Merger Sub"), at the effective time (the "Effective Time") of the merger of Merger Sub with and into the Company, which Effective Time occurred on June 1, 2021, each outstanding share of the Company's Class A Common Stock and Class B Common Stock (other than certain excluded shares and the outstanding time-based restricted stock awards granted under the Company's equity incentive plan (the "Company RSAs")) was cancelled and automatically converted into the right to receive an amount in cash equal to $23.30, without interest and less any applicable withholding taxes.
- [F2]Includes the following Company RSAs: 3,621 restricted shares that were to vest on each of December 31, 2021 and December 31, 2022, 137 restricted shares that were to vest on March 6, 2022 and 136 restricted shares that were to vest on March 6, 2023 and 7,500 restricted shares that were to vest on July 1, 2023.
- [F3]Pursuant to the Merger Agreement, immediately prior to the Effective Time, the restrictions on each of these Company RSAs automatically lapsed and each Company RSA was canceled and automatically converted into the right to receive an amount in cash equal to the product of (i) the total number of shares of the Company's Class B Common subject to the Company RSA, multiplied by (ii) an amount in cash, without interest, equal to $23.30, plus any cash dividends or cash dividend equivalents accrued on such Company RSA, less any applicable withholding taxes.
Documents
Issuer
Protective Insurance Corp
CIK 0000009346
Entity typeother
Related Parties
1- filerCIK 0001521165
Filing Metadata
- Form type
- 4
- Filed
- Jun 2, 8:00 PM ET
- Accepted
- Jun 3, 5:25 PM ET
- Size
- 7.8 KB