SEC Form 4 · accession 0000944695-15-000102
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
Oct 30, 2015
Accepted (ET)
Nov 2, 2015 · 5:32 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 Stock | Oct 30, 2015 | M | 100,000 | $48.46 | A | 362,882 | D | |
| Common Stock | Oct 30, 2015 | F | 77,528 | $84.25 | D | 285,354 | D | |
| Common Stock | Oct 30, 2015 | M | 50,000 | $45.21 | A | 335,354 | D | |
| Common Stock | Oct 30, 2015 | F | 37,744 | $84.25 | D | 297,610 | D | |
| Common Stock | Oct 30, 2015 | M | 75,000 | $34.19 | A | 372,610 | D | |
| Common Stock | Oct 30, 2015 | F | 51,426 | $84.25 | D | 321,184 | D | |
| Common Stock | Oct 30, 2015 | M | 100,000 | $42.15 | A | 421,184 | D | |
| Common Stock | Oct 30, 2015 | F | 73,566 | $84.25 | D | 347,618 | D | |
| Common Stock | Oct 30, 2015 | M | 100,000 | $46.47 | A | 447,618 | D | |
| Common Stock | Oct 30, 2015 | F | 76,279 | $84.25 | D | 371,339 | D | |
| Common Stock | Oct 30, 2015 | M | 60,000 | $36.81 | A | 431,339 | D | |
| Common Stock | Oct 30, 2015 | F | 42,128 | $84.25 | D | 389,211 | D | |
| Common Stock | Oct 30, 2015 | M | 93,333 | $42.49 | A | 482,544 | D | |
| Common Stock | Oct 30, 2015 | F | 68,861 | $84.25 | D | 413,683 | D | |
| Common Stock | Oct 30, 2015 | M | 45,000 | $57.99 | A | 458,683 | D | |
| Common StockF2 | Oct 30, 2015 | F | 37,581 | $84.25 | D | 421,102 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Common Stock Option (right to buy)F3 | $48.46 | Oct 30, 2015 | M | 100,000 | D | — | Feb 23, 2017 | Common Stock | 100,000 | 0 | D |
| Common Stock Option (right to buy)F4 | $45.21 | Oct 30, 2015 | M | 50,000 | D | — | Feb 25, 2018 | Common Stock | 50,000 | 0 | D |
| Common Stock Option (right to buy)F5 | $34.19 | Oct 30, 2015 | M | 75,000 | D | — | Feb 23, 2019 | Common Stock | 75,000 | 0 | D |
| Common Stock Option (right to buy)F6 | $42.15 | Oct 30, 2015 | M | 100,000 | D | — | Feb 26, 2020 | Common Stock | 100,000 | 0 | D |
| Common Stock Option (right to buy)F7 | $46.47 | Oct 30, 2015 | M | 100,000 | D | — | Feb 28, 2021 | Common Stock | 100,000 | 0 | D |
| Common Stock Option (right to buy)F8 | $36.81 | Oct 30, 2015 | M | 60,000 | D | — | Jan 20, 2022 | Common Stock | 60,000 | 60,000 | D |
| Common Stock Option (right to buy)F9 | $42.49 | Oct 30, 2015 | M | 93,333 | D | — | Feb 26, 2023 | Common Stock | 93,333 | 46,667 | D |
| Common Stock Option (right to buy)F10 | $57.99 | Oct 30, 2015 | M | 45,000 | D | — | Feb 19, 2024 | Common Stock | 45,000 | 90,000 | D |
Explanation of responses
- F1Mr. Eppinger "net exercised" a total of 623,333 options. The options were granted to Mr. Eppinger from 2007-2014, and were scheduled to expire ten years after issuance. A total of 465,113 shares were withheld by the Company to satisfy the exercise price and taxes associated with the exercises, resulting in a net issuance of 158,220 shares to, and held by, Mr. Eppinger.
- F10The option, representing the right to purchase a total of 135,000 shares, vested 33% on 2/19/15, an additional 33% will vest on 2/19/16, and the remaining portion will vest on 2/19/17.
- F2Does not include 200,612 shares held indirectly in a Rabbi Trust pursuant to deferral agreements.
- F3The option, representing the right to purchase a total of 100,000 shares, vested 25% on 2/23/08, 25% on 2/23/09, and the remaining 50% vested on 2/23/10.
- F4The option, representing the right to purchase a total of 50,000 shares, vested 25% on 2/25/09, 25% on 2/25/10, and the remaining 50% vested on 2/25/11.
- F5The option, representing the right to purchase a total of 75,000 shares, vested 50% on 2/23/12, and the remaining 50% vested on 2/23/13.
- F6The option, representing the right to purchase a total of 100,000 shares, vested 50% on 2/26/13, and the remaining 50% vested on 2/26/14.
- F7The option, representing the right to purchase a total of 100,000 shares, vested 50% on 2/28/14, and the remaining 50% vested on 2/28/15.
- F8The option, representing the right to purchase a total of 120,000 shares, vested 50% on 1/20/15, and the remaining 50% will vest on 1/20/16.
- F9The option, representing the right to purchase a total of 140,000 shares, vested 33% on 2/26/14, 33% on 2/26/15, and the remaining portion will vest on 2/26/16.