SEC Form 4 · accession 0000874501-18-000040
OCTAVE SPECIALTY GROUP INC · OSG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael Francis Reilly
Officer — Senior Managing Director
Period of report
Mar 2, 2018
Accepted (ET)
Mar 6, 2018 · 5:56 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000874501
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Mar 2, 2018 | M | 1,390 | $0.00 | A | 7,880 | D | |
| Common StockF2 | Mar 2, 2018 | F | 722 | $15.90 | D | 7,158 | 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 UnitsF3,F4 | — | Mar 2, 2018 | A | 6,075 | A | — | — | Common Stock | 6,075 | 6,075 | D |
| Deferred Share UnitsF5,F6 | — | Mar 2, 2018 | A | 4,374 | A | — | — | Common Stock | 4,374 | 6,785 | D |
| Deferred Share UnitsF5,F1 | — | Mar 2, 2018 | M | 1,390 | D | — | — | Common Stock | 1,390 | 5,395 | D |
Explanation of responses
- F1Represents the aggregate amount of deferred stock units ("DSUs") that were converted into shares of common stock of Ambac Financial Group, Inc. (the "Company") upon settlement of a portion of the reporting person's 2016 and 2017 Short Term Incentive award.
- F2Represents the aggregate amount of DSUs that were converted into shares of common stock and withheld by the Company to satisfy certain tax withholding obligations.
- F3Each restricted stock unit ("RSUs") represents a contingent right to receive one share of common stock of the Company.
- F4On March 2, 2018 the reporting person received a grant of 6,075 RSUs as part of their 2018 Long Term Incentive Plan award. The RSUs will vest in three equal annual installments on each of March 2, 2019, March 2, 2020, and March 2, 2021.
- F5Each DSU represents a contingent right to receive one share of the Company's common stock.
- F6On March 2, 2018, there were 4,374 DSUs granted as part of the 2018 Short Term Incentive Plan. The DSUs shall vest immediately and shall settle and convert into shares of common stock as follows: 50% of the DSUs shall settle and convert into shares of common stock on March 2, 2019, and the remaining 50% of the DSUs shall settle and convert into shares of common stock on March 2, 2020; provided however, that if the reporting person's employment with the Company is terminated for any reason, all of the DSUs will settle and convert into shares of common stock immediately. Notwithstanding the foregoing, a number of vested DSUs sufficient to satisfy certain tax withholding obligations imposed upon the Company may be converted into shares of common stock and withheld by the Company to satisfy such tax withholding obligations.