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