SEC Form 4 · accession 0000944695-19-000018
HANOVER INSURANCE GROUP, INC. · THG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jeffrey M Farber
Officer — Executive Vice President
Period of report
Jan 23, 2019
Accepted (ET)
Jan 24, 2019 · 6:10 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 | Jan 23, 2019 | A | 9,403 | $0.00 | A | 11,903 | 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)F2,F3 | $71.79 | holding | — | — | — | — | Oct 3, 2026 | Common Stock | 49,547 | 49,547 | D |
| Common Stock Option (right to buy)F4,F5 | $87.43 | holding | — | — | — | — | Feb 24, 2027 | Common Stock | 53,589 | 53,589 | D |
| Common Stock Option (right to buy)F6,F7 | $106.01 | holding | — | — | — | — | Feb 27, 2028 | Common Stock | 46,657 | 46,657 | D |
Explanation of responses
- F1On October 3, 2016, the Reporting Person was granted 6,010 (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 150% 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.
- F2Option award previously granted by the Issuer on October 3, 2016. On January 9, 2019, pursuant to the terms specified in the award, the exercise price of this award was automatically adjusted from $74.88 to $71.79, and the number of shares underlying the award was automatically adjusted from 47,500 to 49,547 to reflect the Special Dividend.
- F3A 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.
- F4Option 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 51,375 to 53,589 to reflect the Special Dividend.
- F5A 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.
- F6Option 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 44,730 to 46,657 to reflect the Special Dividend.
- F7A third of the award will vest on each of the first three anniversaries of the date of grant.