SEC Form 3 · accession 0001140361-15-033050
Symetra Financial CORP · SYA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
SUMITOMO LIFE INSURANCE CO
10% Owner
Period of report
Aug 11, 2015
Accepted (ET)
Aug 21, 2015 · 11:22 am EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001403385
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.01 per shareF1,F2,F3 | holding | — | — | — | 0 | I | See Footnotes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1As a result of entering into (a) the Voting Agreement, dated as of August 11, 2015, between the Reporting Person and White Mountains Insurance Group, Ltd. ("White Mountains") and (b) the Voting Agreement, dated as of August 11, 2015, between the Reporting Person and Berkshire Hathaway Inc. ("Berkshire"), the Reporting Person may be deemed to beneficially own, pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in excess of 10% of the outstanding common stock, par value $0.01 per share, of the Issuer.
- F2Pursuant to the Voting Agreements, subject to certain exceptions, each of White Mountains and Berkshire agreed to vote, or cause to be voted, their respective shares of Common Stock (representing together approximately 35.0% of the outstanding Common Stock), together with any additional shares of Common Stock acquired by them after August 11, 2015 (the "Subject Shares"), in favor of adopting the Agreement and Plan of Merger, dated as of August 11, 2015, among the Issuer, the Reporting Person and SLIC Financial Corporation, a wholly owned subsidiary of the Reporting Person, at the meeting of the stockholders of the Issuer to be held for that purpose.
- F3In addition, each of White Mountains and Berkshire granted the Reporting Person an irrevocable proxy to vote their respective Subject Shares in the manner contemplated by their respective Voting Agreements and agreed not to transfer such shares until the date the Issuer's stockholders have adopted the Merger Agreement. As a result, the Reporting Person is filing this Form 3. Based on representations given by White Mountains and Berkshire, as of August 11, 2015, White Mountains beneficially owned 20,562,379 shares of Common Stock, and Berkshire beneficially owned 20,048,879 shares of Common Stock.
Remarks
The Reporting Person expressly disclaims beneficial ownership of the securities beneficially owned by White Mountains and Berkshire, and the filing of this Form 3 shall not be deemed an admission of beneficial ownership by the Reporting Person of such securities for purposes of Section 13 or 16 of the Exchange Act or for any other purpose.