SEC Form 4 · accession 0001365555-18-000168
Amtrust Financial Services, Inc. · AFSI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Susan Fisch
Director
Period of report
Nov 29, 2018
Accepted (ET)
Nov 30, 2018 · 9:29 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 | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Nov 29, 2018 | D | 31,140 | $14.75 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF3,F2,F4 | — | Nov 29, 2018 | D | 5,469 | D | — | — | Common Stock | 5,469 | 0 | D |
| Stock OptionF5 | $5.6819 | Nov 29, 2018 | D | 30,250 | D | May 14, 2011 | May 14, 2020 | Common Stock | 30,250 | 0 | D |
| Stock OptionF5 | $7.9092 | Nov 29, 2018 | D | 15,126 | D | Feb 15, 2012 | Feb 15, 2021 | Common Stock | 15,126 | 0 | D |
Explanation of responses
- F1Disposed of pursuant to 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., Evergreen Parent, L.P. and Evergreen Merger Sub, Inc. (the "Merger Agreement") in exchange for $14.75 per share in cash, without interest, less any applicable withholding taxes (the "Merger Consideration").
- F2When granted, each restricted stock unit represented a contingent right to receive one share of AmTrust Financial Services, Inc.'s common stock.
- F3Pursuant to the Merger Agreement, each outstanding restricted stock unit was canceled and converted into a right to receive on the vesting date originally applicable to such restricted stock unit, subject to the terms applicable to such restricted stock unit, a cash payment, without interest, equal to the Merger Consideration, multiplied by the number of restricted stock units vesting on that vesting date.
- F4On March 5, 2018, Ms. Fisch received restricted stock units with a scheduled vesting date on the first anniversary of the grant date.
- F5These options were canceled pursuant to the Merger Agreement for a cash payment per share equal to the difference between the exercise price and the Merger Consideration.