SEC Form 4 · accession 0001214659-16-012352

PHOENIX COMPANIES INC/DE · PNX

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

Reporting owner

Director

Period of report

Jun 20, 2016

Accepted (ET)

Jun 22, 2016 · 4:34 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	Jun 20, 2016	D	2,750	—	D	0	I	By Trust

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Restricted Stock Units (Director Retainer)^F3	—	Jun 20, 2016	D	5,355	D	—	—	Common Stock	5,355	0	D

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.
F2At 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").
F3Pursuant 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.