0001214659-16-012329.txt : 20160622 0001214659-16-012329.hdr.sgml : 20160622 20160622161332 ACCESSION NUMBER: 0001214659-16-012329 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: WILKOS CHRISTOPHER M CENTRAL INDEX KEY: 0001491660 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-16517 FILM NUMBER: 161726727 MAIL ADDRESS: STREET 1: ONE AMERICAN ROW CITY: HARTFORD STATE: CT ZIP: 06102-5056 4 1 marketforms-35803.xml PRIMARY DOCUMENT X0306 4 2016-06-20 true 0001129633 PHOENIX COMPANIES INC/DE PNX 0001491660 WILKOS CHRISTOPHER M ONE AMERICAN ROW HARTFORD CT 06102-5056 false true false false EVP, Chief Investment Officer Common Stock 2016-06-20 4 D false 6587 D 0 D Common Stock 2016-06-20 4 D false 2449.385 D 0 I By 401(k) Restricted Stock Units 2016-06-20 4 D false 3425 D Common Stock 3425 0 D Stock Option (Right to Buy) 196.8 2016-06-20 4 D false 1374 D Common Stock 1374 0 D Stock Option (Right to Buy) 56.8 2016-06-20 4 D false 832 D Common Stock 832 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"). Represents the pro rata portion of the stock held in the PNX Common Stock Fund pursuant to the Phoenix Savings & Investment Plan held by the reporting person on the transaction date. This information is based on information provided by the Plan Trustee as of that date. This amount has been adjusted to reflect a transfer exempt from Section 16. In connection with the Merger, the reporting person's interest was reinvested in other investment funds available under the plan. 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. Pursuant to the Merger Agreement, each outstanding option to purchase shares of Company common stock, whether vested or unvested, was cancelled, and was converted, at the effective time of the Merger, to the right to receive an amount in cash, without interest, equal to the product of (A) the number of shares previously subject to the option and (B) the excess, if any, of the Merger Consideration over the exercise price per share previously of the option, less any required withholding taxes. In the event the exercise price of the option was equal to or greater than the Merger Consideration, such option was cancelled without payment to the holder. All options reported here were cancelled without payment to the holder. /s/ Christopher M Wilkos 2016-06-20