SEC Form 4 · accession 0001365555-18-000179

Amtrust Financial Services, Inc. · AFSI

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

Reporting owner

David Saks

Officer — EVP, Chief Legal Officer

Period of report

Nov 29, 2018

Accepted (ET)

Nov 30, 2018 · 4:09 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 Stock^F1	Nov 29, 2018	D	73,274	—	D	69,273	D
Common Stock^F2	Nov 29, 2018	D	69,273	—	D	0	D
Common Stock^F2	Nov 29, 2018	D	2,000	—	D	0	I	By children
Common Stock^F2	Nov 29, 2018	D	2,000	—	D	0	I	By trust

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Restricted Stock Units^F4,F3,F5	—	Nov 29, 2018	D	8,352	D	—	—	Common Stock	8,352	D
Restricted Stock Units^F4,F3,F6	—	Nov 29, 2018	D	19,113	D	—	—	Common Stock	19,113	D
Restricted Stock Units^F4,F3,F7	—	Nov 29, 2018	D	22,089	D	—	—	Common Stock	22,089	D
Restricted Stock Units^F8,F3,F9	—	Nov 29, 2018	D	43,742	D	—	—	Common Stock	43,742	D

Explanation of responses

F1Pursuant to the Rollover Agreement dated as of November 29, 2018 (the "Rollover Agreement"), 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.
F2Disposed of pursuant to the Merger Agreement in exchange for $14.75 per share in cash, 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, 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. Saks 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. Saks 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 March 27, 2018, Mr. Saks received restricted stock units subject to a four-year vesting schedule, vesting 25% on each March 5th of the first, second, third and fourth years following the grant date.
F8Pursuant to the Merger Agreement, each outstanding restricted stock unit in this grant 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.
F9On April 5, 2017, Mr. Saks received restricted stock units subject to a four-year vesting schedule, vesting 25% on each March 5th of the first, second, third and fourth years following the grant date.