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
ZENITH NATIONAL INSURANCE CORP [ ZNT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/11/2005 | ||||||||||||||||||||||||||
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 | ||||||
Common Stsock | 02/11/2005 | F(1) | 288,278 | D | $50.84 | 0 | D | |||
Common Stock | 02/11/2005 | M | 620,362 | A | $23.625 | 620,362 | D | |||
Common Stock | 02/11/2005 | F(2) | 117,427 | D | $50.21 | 502,935(5) | D | |||
Common Stock | 337 | I | By Son(3) | |||||||
Common Stock | 337 | I | By Daughter(3) | |||||||
Common Stock | 356 | I | By Daughter(3) |
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) | $23.625 | 02/11/2005 | M | 620,362 | (4) | 03/14/2006 | Common Stock | 620,362 | $0 | 178,638 | D |
Explanation of Responses: |
1. 288,278 shares of common stock previously held by the reporting person were tendered to the issuer in payment of the aggregate exercise price of $14,656,054 for the Employee Stock Option based on the closing price of $50.84 per share for the common stock on the New York Stock Exchange on February 11, 2005. |
2. In connection with his above described exercise of options, Mr. Zax requested Zenith to withhold a number of the newly acquired shares of Zenith Common Stock sufficient to reimburse Zenith for withholding taxes. The withholding tax was $5,896,006 and 117,427 shares valued at $50.21 per share, the average of the high and low prices of $50.84 and $49.58, respectively, on the New York Stock Exchange on February 11, 2005, were withheld by Zenith. |
3. These securities are held by the reporting person as custodian for the reporting person's adult children. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reproting person is the beneficial owner of such securities for pruposes of Section 16 or any other purpose. |
4. Employee stock option exercisable for a total of 1,000,000 shares became exercisable as to 200,000 shares on each March 15, 1997, 1998, 1999, 2000 and 2001. |
5. A summary of this filing follows: Mr. Zax's direct holdings of Zenith Common Stock prior to his surrender of shares in payment of the aggregate exercise price for his employee stock option exercise on 2/11/05 was 288,278. All of these shares were surrendered on 2/11/05 and Mr. Zax received 620,362 shares of Zenith Common Stock from his exercise of options on 2/11/05. The total number of Zenith shares withheld for taxes was 117,427 and as a result of the exercise of his stock options, Mr. Zax's direct holding of Zenith Common Stock increased to 502,935 shares as of February 11, 2005. |
/s/ Stanley R. Zax | 02/11/2005 | |
** 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. |