SEC Form 4 · accession 0001214659-16-012339

PHOENIX COMPANIES INC/DE · PNX

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Bonnie J Malley

Officer — EVP & CFO

Period of report

Jun 20, 2016

Accepted (ET)

Jun 22, 2016 · 4:19 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001129633

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F2,F3	Jun 20, 2016	D	4,019	—	D	0	D
Common Stock^F4,F3	Jun 20, 2016	D	1,717	—	D	0	I	By 401(k)

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Restricted Stock Units^F5	—	Jun 20, 2016	D	3,425	D	—	—	Common Stock	3,425	D
Stock Option (Right to Buy)^F6	$250.80	Jun 20, 2016	D	1,450	D	—	—	Common Stock	1,450	D
Stock Option (Right to Buy)^F6	$196.80	Jun 20, 2016	D	1,946	D	—	—	Common Stock	1,946	D
Stock Option (Right to Buy)^F6	$56.80	Jun 20, 2016	D	566	D	—	—	Common Stock	566	D

Explanation of responses

F1On June 20, 2016, Nassau Reinsurance Group Holdings, L.P. ("Nassau") acquired The Phoenix Companies, Inc. (the "Company") pursuant to the Agreement and Plan of Merger by and among Nassau, Davero Merger Sub Corp., a direct wholly-owned subsidiary of Nassau ("Merger Sub"), and the Company, dated as of September 28, 2015 (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub merged with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly owned subsidiary of Nassau. As a result of the Merger, the Company ceased to be a publicly traded company.
F2Includes shares acquired through The Phoenix Employee Stock Purchase Plan. This amount has been adjusted to reflect a transfer exempt from Section 16.
F3At the effective time of the Merger, pursuant to the Merger Agreement, each outstanding share of the Company's common stock was converted into the right to receive $37.50 per share in cash (the "Merger Consideration").
F4Represents the pro rata portion of the stock held in the PNX Common Stock Fund pursuant to the Phoenix Savings & Investment Plan held by the reporting person on the transaction date. This information is based on information provided by the Plan Trustee as of that date. This amount has been adjusted to reflect a transfer exempt from Section 16. In connection with the Merger, the reporting person's interest was reinvested in other investment funds available under the plan.
F5Pursuant to the Merger Agreement, outstanding Restricted Stock Units ("RSUs"), whether vested or unvested, were cancelled at the effective time of the Merger and converted into the right to receive, without interest, an amount equal to the product of the number of shares previously subject to the RSUs and the Merger Consideration less any required withholding taxes.
F6Pursuant to the Merger Agreement, each outstanding option to purchase shares of Company common stock, whether vested or unvested, was cancelled, and was converted, at the effective time of the Merger, to the right to receive an amount in cash, without interest, equal to the product of (A) the number of shares previously subject to the option and (B) the excess, if any, of the Merger Consideration over the exercise price per share previously of the option, less any required withholding taxes. In the event the exercise price of the option was equal to or greater than the Merger Consideration, such Option was cancelled without payment to the holder. All options reported here were cancelled without payment to the holder.