0001214659-16-012325.txt : 20160622 0001214659-16-012325.hdr.sgml : 20160622 20160622161121 ACCESSION NUMBER: 0001214659-16-012325 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160620 FILED AS OF DATE: 20160622 DATE AS OF CHANGE: 20160622 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: PHOENIX COMPANIES INC/DE CENTRAL INDEX KEY: 0001129633 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 060493340 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 BUSINESS ADDRESS: STREET 1: ONE AMERICAN ROW STREET 2: PO BOX 5056 CITY: HARTFORD STATE: CT ZIP: 061025056 BUSINESS PHONE: 8604035000 MAIL ADDRESS: STREET 1: ONE AMERICAN ROW STREET 2: PO BOX 5056 CITY: HARTFORD STATE: CT ZIP: 061025056 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BAILY MARTIN N CENTRAL INDEX KEY: 0001324453 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-16517 FILM NUMBER: 161726705 MAIL ADDRESS: STREET 1: ONE AMERICAN ROW CITY: HARTFORD STATE: CT ZIP: 06102-5056 4 1 marketforms-35800.xml PRIMARY DOCUMENT X0306 4 2016-06-20 true 0001129633 PHOENIX COMPANIES INC/DE PNX 0001324453 BAILY MARTIN N ONE AMERICAN ROW HARTFORD CT 06102-5056 true false false false Common Stock 2016-06-20 4 D false 2214 D 0 D Restricted Stock Units (Director Retainer) 2016-06-20 4 D false 11922.492 D Common Stock 11922.492 0 D On June 20, 2016, Nassau Reinsurance Group Holdings, L.P. ("Nassau") acquired The Phoenix Companies, Inc. (the "Company") pursuant to the Agreement and Plan of Merger by and among Nassau, Davero Merger Sub Corp., a direct wholly-owned subsidiary of Nassau ("Merger Sub"), and the Company, dated as of September 28, 2015 (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub merged with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly owned subsidiary of Nassau. As a result of the Merger, the Company ceased to be a publicly traded company. At the effective time of the Merger, pursuant to the Merger Agreement, each outstanding share of the Company's common stock was converted into the right to receive $37.50 per share in cash (the "Merger Consideration"). Pursuant to the Merger Agreement, outstanding Restricted Stock Units ("RSUs"), whether vested or unvested, were cancelled at the effective time of the Merger and converted into the right to receive, without interest, an amount equal to the product of the number of shares previously subject to the RSUs and the Merger Consideration less any required withholding taxes. /s/ John H. Beers, Attorney-in-Fact 2016-06-20