0001214659-16-012333.txt : 20160622
0001214659-16-012333.hdr.sgml : 20160622
20160622161549
ACCESSION NUMBER: 0001214659-16-012333
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: Buckingham Thomas M
CENTRAL INDEX KEY: 0001304012
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-16517
FILM NUMBER: 161726748
MAIL ADDRESS:
STREET 1: ONE AMERICAN ROW
CITY: HARTFORD
STATE: CT
ZIP: 061025056
4
1
marketforms-35807.xml
PRIMARY DOCUMENT
X0306
4
2016-06-20
true
0001129633
PHOENIX COMPANIES INC/DE
PNX
0001304012
Buckingham Thomas M
ONE AMERICAN ROW
HARTFORD
CT
06102-5056
false
true
false
false
EVP, Prod Development & Ops
Common Stock
2016-06-20
4
D
false
1872.000
D
0
D
Common Stock
2016-06-20
4
D
false
970.414
D
0
I
By 401(k)
Restricted Stock Units
2016-06-20
4
D
false
2595
D
Common Stock
2595
0
D
Stock Option (Right to Buy)
196.8
2016-06-20
4
D
false
779
D
Common Stock
779
0
D
Stock Option (Right to Buy)
190.6
2016-06-20
4
D
false
1160
D
Common Stock
1160
0
D
Stock Option (Right to Buy)
56.8
2016-06-20
4
D
false
312
D
Common Stock
312
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/ John H. Beers, Attorney-in-Fact
2016-06-20