SEC Form 4 · accession 0001365555-18-000166

Amtrust Financial Services, Inc. · AFSI

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

Reporting owner

Barry D Zyskind

Officer — Chairman, President and CEO · Director · 10% Owner

Period of report

Nov 29, 2018

Accepted (ET)

Nov 30, 2018 · 9:28 am EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001365555

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	D/I	Nature of ownership
Common Stock^F1	Nov 29, 2018	D	13,883,938	—	D	D
Common Stock^F1	Nov 29, 2018	D	783,234	—	D	I	By trust
Common Stock^F1	Nov 29, 2018	D	259,276	—	D	I	By reporting person as UTMA custodian for children
Common Stock^F1	Nov 29, 2018	D	2,945,113	—	D	I	By Spouse
Common Stock^F1,F2	Nov 29, 2018	D	12,020,000	—	D	I	By charitable organization
Common Stock^F1,F3	Nov 29, 2018	D	2,413,546	—	D	I	By charitable foundation
Common Stock^F1	Nov 29, 2018	D	15,504,562	—	D	I	By Family Trust

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^F5,F4,F6	—	Nov 29, 2018	D	58,298	D	—	—	Common Stock	58,298	0	D
Restricted Stock Units^F5,F4,F7	—	Nov 29, 2018	D	39,157	D	—	—	Common Stock	39,157	0	D

Explanation of responses

F1Pursuant to the Rollover Agreement dated as of March 1, 2018, among the reporting person and Evergreen Parent, L.P. ("Parent"), the reporting person agreed to contribute these shares to Parent (the "Rollover") in exchange for common limited partnership interests in Parent, effective as of the effective time of the merger contemplated by the Agreement and Plan of Merger dated as of March 1, 2018 and as amended June 6, 2018, by and among AmTrust Financial Services, Inc., Parent and Evergreen Merger Sub, Inc. (the "Merger Agreement"). For purposes of the Rollover, the reporting person's shares were valued at $13.50 per share.
F2Shares held by Gevurah, a religious organization for which the reporting person is a trustee and officer and over which he shares voting power and control with two other trustees.
F3Shares held by Teferes Foundation, a charitable foundation controlled by the reporting person.
F4When granted, each restricted stock unit represented a contingent right to receive one share of AmTrust Financial Services, Inc.'s common stock.
F5Pursuant to the Rollover Agreement dated as of November 29, 2018, among the reporting person and Parent, effective as of the effective time of the merger contemplated by the Merger Agreement, pursuant to which AmTrust Financial Services, Inc. is the Surviving Corporation, these RSUs were converted into the right to receive a number of shares of non-voting common stock of the Surviving Corporation equal to the number of shares of AmTrust Financial Services, Inc. common stock underlying the RSU, upon the vesting dates and subject to the vesting conditions originally applicable to the RSUs. Upon vesting and conversion to non-voting common stock of the Surviving Corporation, the non-voting common stock is immediately convertible into limited partnership interests in Parent.
F6On March 5, 2016, Mr. Zyskind received restricted stock units with a four-year vesting schedule, vesting 25% on the first, second, third and fourth anniversaries of the grant date.
F7On March 27, 2018, Mr. Zyskind received restricted stock units with a four-year vesting schedule, vesting 25% annually on the first, second, third and fourth March 5th following the grant date.