SEC Form 4 · accession 0001181580-16-000023
HALLMARK FINANCIAL SERVICES INC · HALL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kevin Kasitz
Officer — Executive Vice President
Period of report
May 29, 2015
Accepted (ET)
Mar 18, 2016 · 4:28 pm 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 | holding | — | — | — | 43,093 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| RESTRICTED STOCK UNITSF1,F2 | — | May 29, 2015 | A | 9,186 | A | Mar 31, 2018 | Mar 31, 2018 | COMMON STOCK | — | 9,186 | D |
| RESTRICTED STOCK UNITSF3 | — | holding | — | — | — | Mar 31, 2017 | Mar 31, 2017 | COMMON STOCK | — | 14,234 | D |
| RESTRICTED STOCK UNITSF4 | — | holding | — | — | — | Mar 31, 2016 | Mar 31, 2016 | COMMON STOCK | — | 15,040 | D |
| EMPLOYEE STOCK OPTION (RIGHT TO BUY)F5 | $6.61 | holding | — | — | — | — | Apr 1, 2019 | COMMON STOCK | 55,000 | 55,000 | D |
| EMPLOYEE STOCK OPTION (RIGHT TO BUY)F6 | $11.46 | holding | — | — | — | — | May 22, 2018 | COMMON STOCK | 37,500 | 37,500 | D |
| EMPLOYEE STOCK OPTION (RIGHT TO BUY)F7 | $12.52 | holding | — | — | — | — | May 24, 2017 | COMMON STOCK | 75,000 | 75,000 | D |
| EMPLOYEE STOCK OPTION (RIGHT TO BUY)F8 | $11.34 | holding | — | — | — | — | May 25, 2016 | COMMON STOCK | 5,000 | 11,667 | D |
Explanation of responses
- F1Each restricted stock unit represents the right to receive shares of common stock upon satisfaction of vesting requirements and performance criteria. The performance criteria with respect to 25% of the restricted stock units are based on the compound average annual growth rate ("CAAGR") in book value per share from January 1, 2015 to December 31, 2017, and earn a percentage of a share of common stock per restricted stock unit, as follows: (i) CAAGR less than 9% earns 0%; (ii) 9% CAAGR earns 50%; (iii) 10% CAAGR earns 67%; (iv) 11% CAAGR earns 83%; (v) 12% CAAGR earns 100%; (vi) 13% CAAGR earns 117% shares; (vii) 14% CAAGR earns 133%; and (viii) 15% or greater CAAGR earns 150%.
- F2Each restricted stock unit represents the right to receive shares of common stock upon satisfaction of vesting requirements and performance criteria. The performance criteria with respect to 75% of the restricted stock units are based on the three year average annual combined ratio ("AACR") for 2015, 2016 and 2017, as follows: (i) AACR of 98% or higher 0%; (ii) AACR of 97% earns 50%; (iii) AACR of 96% earns 60%; (iv) AACR of 95% earns 70%; (v) AACR of 94% earns 80%; (vi) AACR of 93% earns 90%; (vii) AACR of 92% earns 100%; (viii) AACR of 91% earns 110%; (ix) AACR of 89% earns 120%; (x) AACR of 88% earns 130%; (xi) AACR of 87% earns 140%; and (xii) AACR of 86% or less earns 150%.
- 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 ("CAAGR") 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) CAAGR less than 8% earns 0%; (ii) 8% CAAGR earns 50%; (iii) 9% CAAGR earns 64%; (iv) 10% CAAGR earns 79%; (v) 11% CAAGR earns 93%; (vi) 12% CAAGR earns 107% shares; (vii) 13% CAAGR earns 122%; (viii) 14% CAAGR earns 136%; and (ix) 15% or greater CAAGR earns 150%.
- F4Each 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 ("CAAGR") 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) CAAGR less than 8% earns 0%; (ii) 8% CAAGR earns 50%; (iii) 9% CAAGR earns 64%; (iv) 10% CAAGR earns 79%; (v) 11% CAAGR earns 93%; (vi) 12% CAAGR earns 107% shares; (vii) 13% CAAGR earns 122%; (viii) 14% CAAGR earns 136%; and (ix) 15% or greater CAAGR earns 150%.
- F5Represents grant of employee stock options which become exercisable in seven equal annual installments commencing April 1, 2010.
- F6Represents employee stock options exercisable as to 3,750, 7,500, 11,250 and 15,000 shares on May 22, 2009, 2010, 2011 and 2012, respectively.
- F7Represents employee stock options exercisable as to 7,500, 15,000, 22,500 and 30,000 shares on May 24, 2008, 2009, 2010 and 2011, respectively.
- F8Represents employee stock options exercisable as to 1,667, 3,333, 5,000 and 6,667 shares on May 25, 2007, 2008, 2009 and 2010, respectively.