SEC Form 4 · accession 0001246360-16-004999
STANCORP FINANCIAL GROUP INC · SFG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Greg J Ness
Officer — Chairman, President & CEO · Director
Period of report
Mar 7, 2016
Accepted (ET)
Mar 9, 2016 · 6:49 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001079577
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| common stock | Mar 7, 2016 | U | 117,967 | $115.00 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance Shares 02102014F1 | $0.00 | Mar 7, 2016 | A | 12,688 | A | Dec 31, 2016 | Dec 31, 2016 | common stock | 12,688 | 12,688 | D |
| Performance Shares 02232015F1 | $0.00 | Mar 7, 2016 | A | 8,060 | A | Dec 31, 2017 | Dec 31, 2017 | common stock | 8,060 | 8,060 | D |
| Stock Option RTB 02232015F2 | $66.19 | Mar 7, 2016 | U | 31,776 | D | Dec 31, 2015 | Feb 23, 2025 | common stock | 31,776 | 0 | D |
| Stock Option RTB 02102014F2 | $63.51 | Mar 7, 2016 | U | 27,691 | D | Dec 31, 2014 | Feb 10, 2024 | common stock | 27,691 | 0 | D |
| Performance Shares 02102014F1 | $0.00 | Mar 7, 2016 | U | 12,688 | D | Dec 31, 2016 | Dec 31, 2016 | common stock | 12,688 | 0 | D |
| Performance Shares 02232015F1 | $0.00 | Mar 7, 2016 | U | 8,060 | D | Dec 31, 2017 | Dec 31, 2017 | common stock | 8,060 | 0 | D |
| Restricted Stock Unit 021014F1 | $0.00 | Mar 7, 2016 | U | 9,434 | D | Dec 31, 2016 | Dec 31, 2016 | common stock | 9,434 | 0 | D |
| Restricted Stock Unit 02232015F1 | $0.00 | Mar 7, 2016 | U | 10,229 | D | Dec 31, 2017 | Dec 31, 2017 | common stock | 10,229 | 0 | D |
| Stock Option RTB 01022008F2 | $49.75 | Mar 7, 2016 | U | 41,575 | D | Jan 2, 2009 | Jan 2, 2018 | common stock | 41,575 | 0 | D |
| Stock Option RTB 01022009F2 | $41.36 | Mar 7, 2016 | U | 65,015 | D | Dec 31, 2009 | Jan 2, 2019 | common stock | 65,015 | 0 | D |
| Stock Option RTB 01032007F2 | $45.49 | Mar 7, 2016 | U | 50,000 | D | Jan 3, 2008 | Jan 3, 2017 | common stock | 50,000 | 0 | D |
| Stock Option RTB 01042010F2 | $41.47 | Mar 7, 2016 | U | 36,163 | D | Dec 31, 2010 | Jan 4, 2020 | common stock | 36,163 | 0 | D |
| Stock Option RTB 02112013F2 | $38.56 | Mar 7, 2016 | U | 80,472 | D | Dec 31, 2013 | Feb 11, 2023 | common stock | 80,472 | 0 | D |
| Stock Option RTB 02132012F2 | $39.58 | Mar 7, 2016 | U | 55,358 | D | Dec 31, 2012 | Feb 13, 2022 | common stock | 55,358 | 0 | D |
| Stock Option RTB 02142011F2 | $45.85 | Mar 7, 2016 | U | 44,485 | D | Dec 31, 2011 | Feb 14, 2021 | common stock | 44,485 | 0 | D |
| Stock Option RTB 05042009F2 | $29.16 | Mar 7, 2016 | U | 12,169 | D | May 4, 2010 | May 4, 2019 | common stock | 12,169 | 0 | D |
| Stock Option RTB 09222008F2 | $50.08 | Mar 7, 2016 | U | 20,000 | D | Sep 22, 2009 | Sep 22, 2018 | common stock | 20,000 | 0 | D |
Explanation of responses
- F1Each Restricted Stock Unit and Performance Share represented a contingent right to receive one share of SFG stock upon vesting. All Restricted Stock Units and Performance Shares were canceled in the merger of the issuer and a subsidiary of Meiji Yasuda Life Insurance Company (the "Merger") for a cash payment equal to the Merger consideration of $115 per share.
- F2Each option, which provided for vesting in four equal annual installments beginning on the date set forth in the Date Exercisable column, was canceled in the Merger in exchange for the cash payment per share indicated in column 8, which represents the difference between the exercise price of the option and the Merger consideration of $115 per share.