SEC Form 4 · accession 0001365555-18-000178
Amtrust Financial Services, Inc. · AFSI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael J Saxon
Officer — EVP - U.S. Commercial Lines
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 | 552,953 | $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 | 6,496 | D | — | — | Common Stock | 6,496 | 0 | D |
| Restricted Stock UnitsF3,F2,F5 | — | Nov 29, 2018 | D | 13,602 | D | — | — | Common Stock | 13,602 | 0 | D |
| Restricted Stock UnitsF3,F2,F6 | — | Nov 29, 2018 | D | 8,672 | D | — | — | Common Stock | 8,672 | 0 | D |
| Restricted Stock UnitsF3,F2,F7 | — | Nov 29, 2018 | D | 28,113 | D | — | — | Common Stock | 28,113 | 0 | D |
Explanation of responses
- F1Disposed of pursuant to the Agreement and Plan of Merger, dated as of March 1, 2018 and amended as of 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, 2015, Mr. Saxon received restricted stock units subject to a four-year vesting schedule, vesting 25% on each of the first, second, third and fourth anniversaries of the grant date.
- F5On March 5, 2016, Mr. Saxon 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 April 5, 2017, Mr. Saxon received restricted stock units subject to a four-year vesting schedule, vesting one-fourth on each March 5th of the first, second, third and fourth years following the grant date.
- F7On March 27, 2018, Mr. Saxon received restricted stock units subject to a four-year vesting schedule, vesting one-fourth on each March 5th of the first, second, third and fourth years following the grant date.