SEC Form 4 · accession 0001181580-16-000039
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
Aug 23, 2016
Accepted (ET)
Aug 23, 2016 · 5:23 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 UNITSF1,F2 | — | Aug 23, 2016 | A | 7,255 | A | Mar 31, 2019 | Mar 31, 2019 | COMMON STOCK | — | 7,255 | D |
| RESTRICTED STOCK UNITSF3 | — | holding | — | — | — | Mar 31, 2018 | Mar 31, 2018 | COMMON STOCK | — | 5,937 | D |
| RESTRICTED STOCK UNITSF4 | — | holding | — | — | — | Mar 31, 2017 | Mar 31, 2017 | COMMON STOCK | — | 6,884 | D |
| STOCK OPTIONS (RIGHT TO BUY)F5 | $6.61 | holding | — | — | — | — | Apr 1, 2019 | COMMON STOCK | 13,500 | 21,500 | 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
- F1Each restricted stock unit represents the right to receive shares of common stock upon satisfaction of vesting requirements and performance criteria. The performance criteria for one-half of the restricted stock units are based on the compound average annual growth rate ("CAAGR") in book value per share from January 1, 2016 to December 31, 2018, and earn a percentage of a share of common stock per restricted stock unit, as follows: (i) CAAGR less than 7% earns 0%; (ii) 7% CAAGR earns 50%; (iii) 8% CAAGR earns 67%; (iv) 9% CAAGR earns 83%; (v) 10% CAAGR earns 100%; (vi) 11% CAAGR earns 117% shares; (vii) 12% CAAGR earns 133%; and (viii) 13% 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 for one-half of the restricted stock units are based on the net combined ratio ("NCR") for the three year period from January 1, 2016 to December 31, 2018, and earn a percentage of a share of common stock per restricted stock unit, as follows: (a) NCR greater than 96% earns 0%; (b) NCR of 95% earns 50%; (c) NCR of 94% earns 60%; (d) NCR of 93% earns 80%; (e) NCR of 92% earns 100%; (f) NCR of 90% earns 110%; (g) NCR of 89% earns 120%; (h) NCR of 88% earns 135%; and (i) NCR less than 87% 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, 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%.
- 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 ("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%.
- 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.