SEC Form 4 · accession 0000944695-19-000022
HANOVER INSURANCE GROUP, INC. · THG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Warren E. Barnes
Officer — SVP & Princpl. Accntg. Officer
Period of report
Jan 25, 2019
Accepted (ET)
Jan 28, 2019 · 11:08 am 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 25, 2019 | A | 37 | $0.00 | A | 4,713 | 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 | $79.33 | holding | — | — | — | — | Feb 23, 2026 | Common Stock | 790 | 790 | D |
| Common Stock Option (right to buy)F5,F6 | $87.43 | holding | — | — | — | — | Feb 24, 2027 | Common Stock | 1,987 | 1,987 | D |
| Common Stock Option (right to buy)F7,F8 | $106.01 | holding | — | — | — | — | Feb 27, 2028 | Common Stock | 2,018 | 2,018 | D |
Explanation of responses
- F1Grant of restricted stock units under the Issuer's 2014 Long-Term Incentive Plan upon the accrual of dividend rights associated with restricted stock units originally granted on 2/27/18 as a result of the payment of a $4.75 special dividend on January 25, 2019 to all shareholders of record on January 10, 2019 that was announced on December 30, 2018 (the "Special Dividend"). Such units vest on the third anniversary of the date of grant of the underlying restricted stock units.
- F2Includes 75 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 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 757 to 790 to reflect the Special Dividend.
- F4A third of the original award vested on each of the first two anniversaries of the date of grant, and the vested portions were subsequently exercised. The portion of the award shown as remaining outstanding on this Form 4 will vest on the third anniversary of the date of grant.
- F5Option 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 1,905 to 1,987 to reflect the Special Dividend.
- F6A third of the original award vested on the first anniversary of the date of grant, and the vested portion was subsequently exercised. The portion of the award shown as remaining outstanding on this Form 4 will vest in two substantially equal installments on each of the second and third anniversaries of the date of grant.
- F7Option 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 1,935 to 2,018 to reflect the Special Dividend.
- F8A third of the award will vest on each of the first three anniversaries of the date of grant.