SEC Form 4 · accession 0001478707-16-000012
Symetra Financial CORP · SYA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael W. Fry
Officer — EVP-Benefits Division
Period of report
Feb 1, 2016
Accepted (ET)
Feb 2, 2016 · 4:06 pm EST
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 StockF1,F2 | Feb 1, 2016 | D | 41,617 | $32.00 | D | 0 | D | |
| Common Stock (Restricted)F1,F3 | Feb 1, 2016 | D | 20,655 | $32.00 | 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 Option (Right to Buy)F1,F4 | $26.20 | Feb 1, 2016 | D | 300,000 | D | — | Jun 30, 2018 | Common Stock | 300,000 | 0 | D |
Explanation of responses
- F1On February 1, 2016, Sumitomo Life Insurance Company acquired the Issuer pursuant to the Agreement and Plan of Merger by and among the Issuer, Sumitomo Life Insurance Company and SLIC Financial Corporation dated as of August 11, 2015 (the "Merger Agreement").
- F2The Merger Agreement provides that, at the Effective Time (as defined in the Merger Agreement), each outstanding share of the Issuer's common stock owned by the reporting person was cancelled and converted into the right to receive $32.00 in cash (the "per share merger consideration").
- F3The Merger Agreement provides that, at the Effective Time, each outstanding restricted share of the Issuer's common stock owned by the reporting person was cancelled and converted into the right to receive the per share merger consideration.
- F4The Merger Agreement provides that, at the Effective Time, each outstanding stock option owned by the reporting person that has an exercise price per share of common stock underlying the stock option that is less than the per share merger consideration, will be cancelled and converted into the right to receive an amount in cash, without interest, determined by multiplying (i) the excess of the per share merger consideration over the exercise price of such stock option by (ii) the number of shares of common stock underlying the stock option.