SEC Form 4 · accession 0001301106-16-000218
National Interstate CORP · NATL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Terry E Phillips
Officer — Senior VP
Period of report
Nov 10, 2016
Accepted (ET)
Nov 14, 2016 · 6:43 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001301106
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Shares ($0.01 par value)F1 | Nov 10, 2016 | D | 4,582 | $32.00 | D | 0 | D | |
| Common Shares ($.01 par value)F2 | Nov 10, 2016 | D | 44,636 | $32.00 | D | 0 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Represents Restricted Shares. Disposed of pursuant to the Agreement and Plan of Merger, dated as of July 25, 2016, by and among Great American Insurance Company, GAIC Alloy, Inc., and National Interstate Corporation (the "Company"), as amended by Amendment No. 1, dated as of August 15, 2016 (the "Agreement and Plan of Merger"). Pursuant to the Agreement and Plan of Merger, effective as of November 10, 2016, these shares, whether vested or unvested, were automatically cancelled and converted into the the right to receive $32.00 per share in cash, less any required withholding taxes. In addition, the Company declared a special cash dividend of $0.50 per common share payable to shareholders of record immediately prior to the effective time of the merger.
- F2Disposed of pursuant to the Agreement and Plan of Merger. Pursuant to the Agreement and Plan of Merger, effective as of November 10, 2016, the Company's common shares were automatically cancelled and converted into the the right to receive $32.00 per share in cash. In addition, the Company declared a special cash dividend of $0.50 per common share payable to shareholders of record immediately prior to the effective time of the merger.