4//SEC Filing
Tacchetti Gregory A 4
Accession 0001062993-22-006508
CIK 0000874977other
Filed
Mar 2, 7:00 PM ET
Accepted
Mar 3, 9:38 AM ET
Size
11.1 KB
Accession
0001062993-22-006508
Insider Transaction Report
Form 4
Tacchetti Gregory A
Senior Vice President
Transactions
- Disposition to Issuer
Common Shares without Par Value
2022-03-01−44,436→ 0 total - Disposition to Issuer
Employee Stock Option (Right to Buy) NQ
2022-03-01−2,126→ 0 total→ Common Stock (2,126 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy) NQ
2022-03-01−6,207→ 0 total→ Common Stock (6,207 underlying)
Footnotes (4)
- [F1]This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger and Combination (the "Merger Agreement"), dated as of July 12, 2021, by and among State Auto Financial Corporation, an Ohio corporation ("STFC"), State Automobile Mutual Insurance Company, an Ohio mutual insurance company ("SAM"), Liberty Mutual Holding Company, Inc., a Massachusetts mutual holding company ("LMHC"), Pymatuning, Inc., an Ohio corporation and wholly-owned indirect subsidiary of LMHC ("Merger Sub I"), and Andover, Inc., an Ohio corporation and wholly-owned direct subsidiary of LMHC, a copy of which was filed as Exhibit 2.1 to STFC's Form 8-K filed with the Securities and Exchange Commission on July 12, 2021.
- [F2]Pursuant to the Merger Agreement, on March 1, 2022, LMHC effected the acquisition of STFC through the merger of Merger Sub I with and into STFC (the "Merger") with STFC surviving the Merger as the surviving corporation and as an indirect wholly-owned subsidiary of LMHC. At the effective time of the Merger (the "Effective Time"), each issued and outstanding share of common stock of STFC (each, a "Share") (other than the SAM Owned Shares, the Cancelled Shares and the Dissenting Shares, as such terms are defined in the Merger Agreement) was cancelled and converted into the right to receive $52.00 in cash (the "Merger Consideration") without interest and subject to applicable withholding taxes
- [F3]Includes the following: 22,928 performance units pursuant to the STFC 2017 Long-Term Incentive Plan.
- [F4]Pursuant to the Merger Agreement, effective upon the Effective Time, each option to acquire Shares (each, a "STFC Stock Option") that was outstanding immediately prior to the Effective Time was, whether vested or unvested, deemed to be fully vested and was cancelled and converted into the right to receive a lump-sum amount in cash, without interest, equal to the product of (A) the excess, if any, of (1) the Merger Consideration, over (2) the per share exercise price of such STFC Stock Option, multiplied by (B) the total number of Shares subject to such STFC Stock Option immediately prior to the Effective Time.
Issuer
State Auto Financial CORP
CIK 0000874977
Entity typeother
Related Parties
1- filerCIK 0001307946
Filing Metadata
- Form type
- 4
- Filed
- Mar 2, 7:00 PM ET
- Accepted
- Mar 3, 9:38 AM ET
- Size
- 11.1 KB