SEC Form 4 · accession 0000874501-18-000074
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
May 16, 2018
Accepted (ET)
May 18, 2018 · 4:06 pm EDT
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 | May 16, 2018 | M | 221 | $0.00 | A | 7,379 | D | |
| Common StockF1 | May 16, 2018 | F | 221 | $19.14 | 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 UnitsF2,F3 | — | May 16, 2018 | A | 5,225 | A | — | — | Common Stock | 5,225 | 11,300 | D |
| Restricted Stock UnitsF2,F1 | — | May 16, 2018 | M | 221 | D | — | — | Common Stock | 221 | 11,079 | D |
Explanation of responses
- F1On May 16, 2018, the Grant Date, 221 restricted stock units ("RSUs") vested, and were settled and converted into shares of common stock and withheld by Ambac Financial Group, Inc. (the "Company") to satisfy certain tax withholding obligations.
- F2Each RSU represents a contingent right to receive one share of common stock of the Company.
- F3On May 16, 2018, there were 5,225 RSUs granted in recognition of the reporting person's efforts to bring about the successful exit of the Segregated Account of Ambac Assurance Corporation from Rehabilitation. The RSUs shall vest immediately and shall settle and convert into shares of common stock as follows: 50% of the RSUs shall settle and convert into shares of common stock on May 16, 2019, and the remaining 50% of the RSUs shall settle and convert into shares of common stock on May 16, 2020; provided however, that if the reporting person's employment with the Company is terminated for any reason (other than termination for cause), all of the RSUs will settle and convert into shares of common stock immediately. Notwithstanding the foregoing, a number of vested RSUs 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.