SEC Form 4 · accession 0001365555-18-000187

Amtrust Financial Services, Inc. · AFSI

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

Reporting owner

Director

Period of report

Nov 29, 2018

Accepted (ET)

Dec 3, 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 Stock^F1	Nov 29, 2018	D	56,216	$14.75	D	0	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Restricted Stock Units^F3,F2,F4	—	Nov 29, 2018	D	5,469	D	—	—	Common Stock	5,469	D
Stock Option^F5	$7.9092	Nov 29, 2018	D	15,126	D	Feb 15, 2012	Feb 15, 2021	Common Stock	15,126	D
Stock Option^F5	$3.9876	Nov 29, 2018	D	15,126	D	Mar 25, 2010	Mar 25, 2019	Common Stock	15,126	D
Stock Option^F5	$5.2976	Nov 29, 2018	D	15,126	D	Feb 18, 2011	Feb 18, 2020	Common Stock	15,126	D

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, 2018, Mr. Gulkowitz 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.