SEC Form 4 · accession 0001365555-18-000177
Amtrust Financial Services, Inc. · AFSI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Adam Karkowsky
Officer — EVP, Chief Financial Officer
Period of report
Nov 29, 2018
Accepted (ET)
Nov 30, 2018 · 4:08 pm 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 | 72,987 | — | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock OptionF2 | $14.6547 | Nov 29, 2018 | D | 110,002 | D | May 23, 2014 | May 23, 2023 | Common Stock | 110,002 | 0 | D |
| Restricted Stock UnitsF4,F3,F5 | — | Nov 29, 2018 | D | 7,308 | D | — | — | Common Stock | 7,308 | 0 | D |
| Restricted Stock UnitsF4,F3,F6 | — | Nov 29, 2018 | D | 19,113 | D | — | — | Common Stock | 19,113 | 0 | D |
| Restricted Stock UnitsF4,F3,F7 | — | Nov 29, 2018 | D | 43,742 | D | — | — | Common Stock | 43,742 | 0 | D |
| Restricted Stock UnitsF4,F3,F8 | — | Nov 29, 2018 | D | 28,113 | D | — | — | Common Stock | 28,113 | 0 | D |
Explanation of responses
- F1Pursuant to the Rollover Agreement dated as of November 29, 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 Class A 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.
- F2These 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 of $14.75 per share, without interest, less any applicable withholding taxes.
- F3When granted, each restricted stock unit represented a contingent right to receive one share of AmTrust Financial Services, Inc.'s common stock.
- F4Pursuant 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 Class A limited partnership interests in Parent.
- F5On May 23, 2015, Mr. Karkowsky received restricted stock units subject to a four-year vesting schedule, vesting 25% on the first, second, third and fourth anniversaries of the grant date.
- F6On May 23, 2016, Mr. Karkowsky received restricted stock units subject to a four-year vesting schedule, vesting 25% on the first, second, third and fourth anniversaries of the grant date.
- F7On April 5, 2017, Mr. Karkowsky received restricted stock units subject to a four-year vesting schedule, vesting 25% annually on the first, second, third and fourth March 5th following the grant date.
- F8On March 27, 2018, Mr. Karkowsky received restricted stock units subject to a four-year vesting schedule, vesting 25% annually on the first, second, third and fourth March 5th following the grant date.