SEC Form 4 · accession 0001181580-16-000024

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

May 29, 2015

Accepted (ET)

Mar 18, 2016 · 4:29 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	—	—		—	3,998	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 UNITS^F1	—	May 29, 2015	A	5,937	A	Mar 31, 2018	Mar 31, 2018	COMMON STOCK	—	5,937	D
RESTRICTED STOCK UNITS^F2	—	holding	—	—	—	Mar 31, 2017	Mar 31, 2017	COMMON STOCK	—	6,884	D
RESTRICTED STOCK UNITS^F3	—	holding	—	—	—	Mar 31, 2016	Mar 31, 2016	COMMON STOCK	—	7,389	D
STOCK OPTIONS (RIGHT TO BUY)^F4	$6.61	holding	—	—	—	—	Apr 1, 2019	COMMON STOCK	13,500	21,500	D
STOCK OPTIONS (RIGHT TO BUY)^F5	$11.46	holding	—	—	—	—	May 22, 2018	COMMON STOCK	25,000	25,000	D
STOCK OPTIONS (RIGHT TO BUY)^F6	$12.52	holding	—	—	—	—	May 24, 2017	COMMON STOCK	50,000	50,000	D
STOCK OPTIONS (RIGHT TO BUY)^F7	$11.34	holding	—	—	—	—	May 25, 2016	COMMON STOCK	8,333	8,333	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 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 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%.
F3Represents 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%.
F4Represents employee stock options exercisable in seven equal annual installments commencing April 1, 2010.
F5Represents 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.
F6Represents 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.
F7Represents employee stock options exercisable as to 833, 1,667, 2,500 and 3,333 shares on May 25, 2007, 2008, 2009 and 2010, respectively.