SEC Form 4 · accession 0001181580-15-000011
HALLMARK FINANCIAL SERVICES INC · HALL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jeffrey R Passmore
Officer — CHIEF ACCOUNTING OFFICER
Period of report
Apr 7, 2015
Accepted (ET)
Apr 9, 2015 · 10:18 am EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000819913
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| COMMON STOCK | Apr 7, 2015 | M | 8,333 | $7.14 | A | 8,333 | D | |
| COMMON STOCKF1 | Apr 7, 2015 | S | 5,351 | $10.75 | D | 2,982 | D | |
| COMMON STOCKF2 | Apr 8, 2015 | S | 982 | $10.67 | D | 2,000 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| STOCK OPTIONS (RIGHT TO BUY)F9 | $7.14 | Apr 7, 2015 | M | 8,333 | D | — | May 27, 2015 | COMMON STOCK | 8,333 | 0 | D |
| RESTRICTED STOCK UNITSF3 | — | holding | — | — | — | Mar 31, 2017 | Mar 31, 2017 | COMMON STOCK | — | 6,884 | D |
| RESTRICTED STOCK UNITSF4 | — | holding | — | — | — | Mar 31, 2016 | Mar 31, 2016 | COMMON STOCK | — | 7,389 | D |
| STOCK OPTIONS (RIGHT TO BUY)F5 | $6.61 | holding | — | — | — | — | Apr 1, 2019 | COMMON STOCK | 35,000 | 35,000 | D |
| STOCK OPTIONS (RIGHT TO BUY)F6 | $11.46 | holding | — | — | — | — | May 22, 2018 | COMMON STOCK | 25,000 | 25,000 | D |
| STOCK OPTIONS (RIGHT TO BUY)F7 | $12.52 | holding | — | — | — | — | May 24, 2017 | COMMON STOCK | 50,000 | 50,000 | D |
| STOCK OPTIONS (RIGHT TO BUY)F8 | $11.34 | holding | — | — | — | — | May 25, 2016 | COMMON STOCK | 8,333 | 8,333 | D |
Explanation of responses
- F1Represents the weighted average purchase price of transactions effected at prices ranging from $10.70 per share to $10.82 per share. Upon written request by the SEC, the Issuer or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price.
- F2Represents the weighted average purchase price of transactions effected at prices ranging from $10.61 per share to $10.70 per share. Upon written request by the SEC, the Issuer or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price.
- F3Each restricted stock unit represents the right to receive shares of common stock upon satisfaction of vesting requirements and performance criteria. The performance criteria are based on the compound average annual growth rate ("CAGR") in book value per share from January 1, 2014 to December 31, 2016, and earn a percentage of a share of common stock per restricted stock unit, as follows: (i) CAGR less than 8% earns 0%; (ii) 8% CAGR earns 50%; (iii) 9% CAGR earns 64%; (iv) 10% CAGR earns 79%; (v) 11% CAGR earns 93%; (vi) 12% CAGR earns 107% shares; (vii) 13% CAGR earns 122%; (viii) 14% CAGR earns 136%; and (ix) 15% or greater CAGR earns 150%.
- F4Represents restricted stock units conditionally granted April 10, 2013 subject to shareholder approval, which was obtained May 30, 2013. Each restricted stock unit represents the right to receive shares of common stock upon satisfaction of vesting requirements and performance criteria. The performance criteria are based on the compound average annual growth rate ("CAGR") in book value per share from January 1, 2013 to December 31, 2015, and earn a percentage of a share of common stock per restricted stock unit, as follows: (i) CAGR less than 8% earns 0%; (ii) 8% CAGR earns 50%; (iii) 9% CAGR earns 64%; (iv) 10% CAGR earns 79%; (v) 11% CAGR earns 93%; (vi) 12% CAGR earns 107% shares; (vii) 13% CAGR earns 122%; (viii) 14% CAGR earns 136%; and (ix) 15% or greater CAGR earns 150%.
- F5Represents employee stock options exercisable in seven equal annual installments commencing April 1, 2010.
- F6Represents employee stock options exercisable as to 2,500, 5,000, 7,500 and 10,000 shares on May 22, 2009, 2010, 2011 and 2012, respectively.
- F7Represents employee stock options exercisable as to 5,000, 10,000, 15,000 and 20,000 shares on May 24, 2008, 2009, 2010 and 2011, respectively.
- F8Represents employee stock options exercisable as to 833, 1,667, 2,500 and 3,333 shares on May 25, 2007, 2008, 2009 and 2010, respectively.
- F9Represents employee stock options exercisable as to 833, 1,667, 2,500 and 3,333 shares on May 27, 2006, 2007, 2008 and 2009, respectively.