FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
PMA CAPITAL CORP [ PMACA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/01/2010 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Class A Common Stock, par value $5.00 per share | 10/01/2010 | D | 133,129 | D | (1) | 0 | D | |||
Class A Common Stock, par value $5.00 per share | 10/01/2010 | D | 2,740 | D | (2) | 0 | I | By Retirement Savings Plan |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Employee Stock Option (Right-to-Buy) | $7.87 | 10/01/2010 | D | 60,909 | (3) | 03/15/2015 | Class A Common Stock, par value $5.00 per share | 60,909 | (3) | 0 | D | ||||
Employee Stock Option (Right-to-Buy) | $7.02 | 10/01/2010 | D | 405,350 | (4) | 05/06/2014 | Class A Common Stock, par value $5.00 per share | 405,350 | (4) | 0 | D | ||||
Employee Stock Option (Right-to-Buy) | $20 | 10/01/2010 | D | 25,000 | 02/07/2005 | 02/07/2011 | Class A Common Stock, par value $5.00 per share | 25,000 | (5) | 0 | D | ||||
Employee Stock Option (Right-to-Buy) | $19.5 | 10/01/2010 | D | 25,000 | 02/06/2006 | 02/06/2012 | Class A Common Stock, par value $5.00 per share | 25,000 | (6) | 0 | D | ||||
Employee Stock Option (Right-to-Buy) | $9.14 | 10/01/2010 | 10/01/2010 | D | 67,000 | 05/28/2007 | 05/28/2013 | Class A Common Stock, par value $5.00 per share | 67,000 | (7) | 0 | D |
Explanation of Responses: |
1. Disposed of pursuant to merger agreement between issuer and Old Republic International Corporation in exchange for 73,220 shares of Old Republic International Corporation's common stock having a market value of $13.67 per share at the effective date of the merger. |
2. Disposed of pursuant to merger agreement between issuer and Old Republic International Corporation in exchange for 1,507 shares of Old Republic International Corporation's common stock having a market value of $13.67 per share at the effective date of the merger. |
3. This option, which provided for vesting in two equal installments on 03/15/2006 aqnd 03/15/2007, was assumed by Old Republic International Corporation in the merger and replaced with an option to purchase 33,500 shares of Old Republic International Corporation common stock for $14.31 per share. |
4. This option, which provided for vesting in two equal installments on 12/1/01 and 3/18/06, was assumed by Old Republic International Corpration in the merger and replaced with an option to purchase 222,943 shares of Old Repubic International Corporation's common stock for $12.76 per share. |
5. This option was assumed by Old Republic International Corporation in the merger and replaced with an option to purchase 13,750 shares of Old Republic International Corporation's common stock for $36.36 per share. |
6. This option was assumed by Old Republic International Corporation in the merger and replaced with an option to purchase 13,750 shares of Old Republic International Corporation's common stock for $35.45 per share. |
7. This option was assumed by Old Republic International Corporation in the merger and replaced with an option to purchase 36,850 shares of Old Republic International Corporation's common stock for $16.62 per share. |
Remarks: |
/s/ Robert B. Munoz - Attorney-in-Fact | 10/04/2010 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |