SEC Form 4 · accession 0000899243-18-018941
INFINITY PROPERTY & CASUALTY CORP · IPCC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Glen Godwin
Officer — Chief Executive Officer · Director
Period of report
Jun 13, 2018
Accepted (ET)
Jul 2, 2018 · 4:34 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001195933
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Jun 13, 2018 | G | 412 | — | D | 70,022 | D | |
| Common StockF3 | Jul 2, 2018 | D | 7,500 | — | D | 62,522 | D | |
| Common StockF4 | Jul 2, 2018 | A | 9,653 | — | A | 72,175 | D | |
| Common StockF4 | Jul 2, 2018 | D | 9,653 | — | D | 62,522 | D | |
| Common StockF5 | Jul 2, 2018 | D | 62,522 | — | D | 0 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Voluntary report of a bona fide gift made on June 13, 2018 to Mr. Godwin's children.
- F2Includes 2,832.12 shares acquired through the Company's employee stock purchase plan, including 13.91 shares acquired subsequent to March 15, 2018.
- F3Pursuant to the Agreement and Plan of Merger, dated as of February 13, 2018 (the "Merger Agreement"), by and among Kemper Corporation ("Kemper"),Vulcan Sub, Inc., a wholly owned subsidiary of Kemper ("Sub"), and Infinity Property and Casualty Corporation (the "Company"), these restricted shares of common stock of the Company, no par value per share ("Company Common Stock"), were cancelled without any acceleration of vesting effective as of the effective time of the merger of the Company and Sub (the "Merger") and exchanged for the right to receive a number of restricted stock units of Kemper equal to the number of cancelled restricted shares multiplied by 2.0031, without interest and less any applicable withholding for taxes.
- F4Pursuant to the Merger Agreement, outstanding Company performance share units became fully vested at the effective time of the Merger in accordance with the terms of the Merger Agreement and then converted into the right to receive a number of shares of common stock of Kemper, par value $0.01 per share ("Kemper Common Stock"), equal to the target number of shares of Company Common Stock underlying the vested Company performance share units multiplied by 2.0031,without interest and less any applicable withholding for taxes.
- F5Pursuant to the Merger Agreement, effective as of the effective time of the Merger, these shares of Company Common Stock were converted Into the right to receive, at the election of the stockholder, (i) $51.60 in cash and 1.2019 shares of Kemper Common Stock, without interest and less any applicable withholding for taxes, (ii) $129.00 in cash, without interest and less any applicable withholding for taxes, of (iii) $49.58 in cash and 1,2332 shares of Kemper Common Stock, without interest and less any applicable withholding for taxes.