SEC Form 4 · accession 0001214659-16-012354
PHOENIX COMPANIES INC/DE · PNX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Andrew J McMahon
Director
Period of report
Jun 20, 2016
Accepted (ET)
Jun 22, 2016 · 4:36 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001129633
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock Units (Director Retainer)F1,F2 | — | Jun 20, 2016 | D | 2,701 | D | — | — | Common Stock | 2,701 | 0 | 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.
- F2Pursuant 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.