SEC Form 4 · accession 0000944695-19-000012
HANOVER INSURANCE GROUP, INC. · THG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John C Roche
Officer — President and CEO · Director
Period of report
Jan 23, 2019
Accepted (ET)
Jan 24, 2019 · 5:38 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 StockF2 | Jan 23, 2019 | A | 2,425 | $0.00 | A | 33,480 | 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,F4 | $44.56 | holding | — | — | — | — | Feb 28, 2021 | Common Stock | 13,039 | 13,039 | D |
| Common Stock Option (right to buy)F5,F4 | $35.29 | holding | — | — | — | — | Jan 20, 2022 | Common Stock | 11,474 | 11,474 | D |
| Common Stock Option (right to buy)F7,F6 | $40.74 | holding | — | — | — | — | Feb 26, 2023 | Common Stock | 21,383 | 21,383 | D |
| Common Stock Option (right to buy)F8,F6 | $55.60 | holding | — | — | — | — | Feb 19, 2024 | Common Stock | 21,905 | 21,905 | D |
| Common Stock Option (right to buy)F9,F6 | $67.34 | holding | — | — | — | — | Feb 27, 2025 | Common Stock | 22,531 | 22,531 | D |
| Common Stock Option (right to buy)F10,F11 | $79.33 | holding | — | — | — | — | Feb 23, 2026 | Common Stock | 21,029 | 21,029 | D |
| Common Stock Option (right to buy)F12,F13 | $87.43 | holding | — | — | — | — | Feb 24, 2027 | Common Stock | 26,802 | 26,802 | D |
| Common Stock Option (right to buy)F14,F15 | $106.01 | holding | — | — | — | — | Feb 27, 2028 | Common Stock | 70,784 | 70,784 | D |
Explanation of responses
- F1On February 23, 2016, the Reporting Person was granted 2,015 (target) performance-based restricted stock units ("PBRSUs") pursuant to the Issuer's 2014 Long-Term Incentive Plan. The PBRSUs were subject to both performance-based and time-based vesting conditions. On December 30, 2018, the Issuer announced the issuance of a $4.75 special dividend payable on January 25, 2019 to all shareholders of record on January 10, 2019 (the "Special Dividend"). On January 9, 2019, pursuant to the terms of the award, the target amount of the PBRSUs was automatically adjusted to reflect the Special Dividend. On January 23, 2019, the performance condition for this award was certified at 115.38% of the target award, vesting the performance condition of the PBRSUs and converting the award into a restricted stock unit for the number of shares indicated. The restricted stock unit will vest 100% on the third anniversary of the original PBRSU grant date.
- F10Option award previously granted by the Issuer on February 23, 2016. On January 9, 2019, pursuant to the terms specified in the award, the exercise price of this award was automatically adjusted from $82.74 to $79.33, and the number of shares underlying the award was automatically adjusted from 20,160 to 21,029 to reflect the Special Dividend.
- F11A third of the award vested on each of the first two anniversaries of the date of grant, and the remaining third will vest on the third anniversary of the date of grant.
- F12Option award previously granted by the Issuer on February 24, 2017. On January 9, 2019, pursuant to the terms specified in the award, the exercise price of this award was automatically adjusted from $91.19 to $87.43, and the number of shares underlying the award was automatically adjusted from 25,695 to 26,802 to reflect the Special Dividend.
- F13A third of the award vested on the first anniversary of the date of grant, and an additional third will vest on each of the second and third anniversaries of the date of grant.
- F14Option award previously granted by the Issuer on February 27, 2018. On January 9, 2019, pursuant to the terms specified in the award, the exercise price of this award was automatically adjusted from $110.57 to $106.01, and the number of shares underlying the award was automatically adjusted from 67,860 to 70,784 to reflect the Special Dividend.
- F15A third of the award will vest on each of the first three anniversaries of the date of grant.
- F2Includes 193 shares acquired by an automatic adjustment to previously granted time-based restricted stock unit awards on January 9, 2019 pursuant to the terms specified in the awards to reflect the Special Dividend.
- F3Option award previously granted by the Issuer on February 28, 2011. On January 9, 2019, pursuant to the terms specified in the award, the exercise price of this award was automatically adjusted from $46.47 to $44.56, and the number of shares underlying the award was automatically adjusted from 12,500 to 13,039 to reflect the Special Dividend.
- F4The award vested 50% on the third anniversary of the date of grant, and the remaining 50% vested on the fourth anniversary of the date of grant.
- F5Option award previously granted by the Issuer on January 20, 2012. On January 9, 2019, pursuant to the terms specified in the award, the exercise price of this award was automatically adjusted from $36.81 to $35.29, and the number of remaining shares underlying the award was automatically adjusted from 11,000 to 11,474 to reflect the Special Dividend.
- F6A third of the award vested on each of the first three anniversaries of the date of grant.
- F7Option award previously granted by the Issuer on February 26, 2013. On January 9, 2019, pursuant to the terms specified in the award, the exercise price of this award was automatically adjusted from $42.49 to $40.74, and the number of shares underlying the award was automatically adjusted from 20,500 to 21,383 to reflect the Special Dividend.
- F8Option award previously granted by the Issuer on February 19, 2014. On January 9, 2019, pursuant to the terms specified in the award, the exercise price of this award was automatically adjusted from $57.99 to $55.60, and the number of shares underlying the award was automatically adjusted from 21,000 to 21,905 to reflect the Special Dividend.
- F9Option award previously granted by the Issuer on February 27, 2015. On January 9, 2019, pursuant to the terms specified in the award, the exercise price of this award was automatically adjusted from $70.24 to $67.34, and the number of shares underlying the award was automatically adjusted from 21,600 to 22,531 to reflect the Special Dividend.