SEC Form 4 · accession 0000874501-19-000033
OCTAVE SPECIALTY GROUP INC · OSG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Stephen Michael Ksenak
Officer — Sr. MD & General Counsel
Period of report
Mar 4, 2019
Accepted (ET)
Mar 5, 2019 · 8:40 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 4, 2019 | M | 5,581 | $0.00 | A | 33,243 | D | |
| Common StockF2 | Mar 4, 2019 | F | 2,693 | $20.11 | D | 30,550 | D | |
| Common StockF3 | Mar 4, 2019 | M | 2,394 | $0.00 | A | 32,944 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Deferred Share UnitsF4,F1 | — | Mar 4, 2019 | M | 5,581 | D | — | — | Common Stock | 5,581 | 3,099 | D |
| Restricted Stock UnitsF5,F3 | — | Mar 4, 2019 | M | 2,394 | D | — | — | Common Stock | 2,394 | 14,793 | D |
| Deferred Share UnitsF4,F6 | — | Mar 4, 2019 | A | 4,948 | A | — | — | Common Stock | 4,948 | 8,047 | D |
| Restricted Stock UnitsF5,F7 | — | Mar 4, 2019 | A | 6,564 | A | — | — | Common Stock | 6,564 | 21,357 | D |
Explanation of responses
- F1Represents the aggregate amount of deferred share 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 2017 and 2018 Short Term Incentive Plan award and a limited number of DSUs awarded pursuant to the 2019 Short Term Incentive Plan that were settled in order to satisfy certain tax withholding obligations imposed upon the Company.
- F2Represents the aggregate amount of DSUs and RSUs that were converted into shares of common stock and withheld by the Company to satisfy certain tax withholding obligations.
- F3On March 4, 2019, there were 2,394 restricted stock units ("RSUs") that settled, and were converted into shares of common stock of the Company.
- F4Each DSU represents a contingent right to receive one share of the Company's common stock.
- F5Each RSU represents a contingent right to receive one share of the Company's common stock.
- F6On March 4, 2019, there were 4,948 DSUs granted as part of the 2019 Short Term Incentive Plan. 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 4, 2020, and the remaining 50% of the DSUs shall settle and convert into shares of common stock on March 4, 2021; 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.
- F7On March 4, 2019 the reporting person received a grant of 6,564 restricted stock units ("RSUs") as part of their 2019 Long Term Incentive Plan award. The RSUs will vest in three equal annual installments commencing January 2, 2020, January 2, 2021, and January 2, 2022.