SEC Form 4 · accession 0000944695-16-000182
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
May 17, 2016
Accepted (ET)
May 19, 2016 · 4:46 pm EDT
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 | May 17, 2016 | M | 60,000 | $36.81 | A | 397,283 | D | |
| Common Stock | May 17, 2016 | F | 41,873 | $85.72 | D | 355,410 | D | |
| Common Stock | May 17, 2016 | M | 46,667 | $42.49 | A | 402,077 | D | |
| Common Stock | May 17, 2016 | F | 34,206 | $85.72 | D | 367,871 | D | |
| Common Stock | May 17, 2016 | M | 45,000 | $57.99 | A | 412,871 | D | |
| Common Stock | May 17, 2016 | F | 37,292 | $85.72 | D | 375,579 | D | |
| Common Stock | May 17, 2016 | M | 41,666 | $70.24 | A | 417,245 | D | |
| Common Stock | May 17, 2016 | F | 37,682 | $85.72 | D | 379,563 | D | |
| Common StockF2 | May 18, 2016 | S | 80,510 | $86.0227 | D | 299,053 | D | |
| Common StockF3,F4 | May 18, 2016 | S | 4,490 | $86.6679 | D | 294,563 | 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)F5 | $36.81 | May 17, 2016 | M | 60,000 | D | — | Jan 20, 2022 | Common Stock | 60,000 | 0 | D |
| Common Stock Option (right to buy)F6 | $42.49 | May 17, 2016 | M | 46,667 | D | — | Feb 26, 2023 | Common Stock | 46,667 | 0 | D |
| Common Stock Option (right to buy)F7 | $57.99 | May 17, 2016 | M | 45,000 | D | — | Feb 19, 2024 | Common Stock | 45,000 | 45,000 | D |
| Common Stock Option (right to buy)F8 | $70.24 | May 17, 2016 | M | 41,666 | D | — | Feb 27, 2025 | Common Stock | 41,666 | 83,334 | D |
Explanation of responses
- F1Mr. Eppinger "net exercised" a total of 193,333 options. The options were granted to Mr. Eppinger from 2012-2015, and were scheduled to expire ten years after issuance. A total of 151,053 shares were withheld by the Company to satisfy the exercise price and taxes associated with the exercises, resulting in a net issuance of 42,280 shares to Mr. Eppinger.
- F2The price reported in Column 4 is a weighted average price. These shares were sold in multiple prices ranging from $85.41 to $86.40, inclusive. The Reporting Person undertakes to provide The Hanover Insurance Group, Inc. ("THG"), any security holder of THG, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
- F3The price reported in Column 4 is a weighted average price. These shares were sold in multiple prices ranging from $86.46 to $86.80, inclusive. The Reporting Person undertakes to provide THG, any security holder of THG, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
- F4Does not include 200,612 shares held indirectly in a Rabbi Trust pursuant to deferral agreements.
- F5The option, representing the right to purchase a total of 120,000 shares, vested 50% on 1/20/15, and the remaining 50% vested on 1/20/16.
- F6The 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 vested on 2/26/16.
- F7The option, representing the right to purchase a total of 135,000 shares, vested 33% on 2/19/15, 33% vested on 2/19/16, and provided the vesting requirements are met, the remaining portion is scheduled to vest on 2/19/17.
- F8The option, representing the right to purchase a total of 125,000 shares, vested 33% on 2/27/16, and provided the vesting requirements are met, 33% is scheduled to vest on 2/27/17, and the remaining portion is scheduled to vest on 2/27/18.