SEC Form 4 · accession 0000944695-15-000005
HANOVER INSURANCE GROUP, INC. · THG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Frederick H Eppinger
Officer — President & CEO · Director
Period of report
Jan 19, 2015
Accepted (ET)
Jan 21, 2015 · 4:09 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000944695
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Jan 19, 2015 | A | 67,500 | $0.00 | A | 288,886 | D | |
| Common Stock | Jan 20, 2015 | J | 33,750 | $0.00 | D | 255,136 | D | |
| Common Stock | Jan 20, 2015 | J | 33,750 | $0.00 | A | 194,112 | I | Deferral Agreement |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On January 20, 2012, the Reporting Person was granted 45,000 (target) performance-based restricted stock units ("PBRSUs") pursuant to the Issuer's 2006 Long-Term Incentive Plan. The PBRSUs were subject to both a time-based and a performance condition, and the actual award could be as low as zero and as high as 150% of target depending on the level of performance achieved. On January 19, 2015, the Compensation Committee determined that the level of performance achieved entitled the holders of the PBRSUs to 150% of their target award. Accordingly, on January 19, 2015, the PBRSUs' performance criteria vested, and the PBRSUs converted into the number of restricted stock units indicated on this Form 4. 50% of the restricted stock unit vests on each of the third and fourth anniversaries of the date of grant.
- F2On January 20, 2015, 50% of the restricted stock units described in Footnote 1 vested. The Reporting Person was required by the Issuer to defer the receipt of these shares pursuant to an existing deferral agreement. Provided that the Reporting Person remains employed by the Issuer, the remaining 50% of the restricted stock units described in Footnote 1 will vest on January 20, 2016.
- F3Transaction reported to show the change from direct to indirect ownership.