0001214659-16-012346.txt : 20160622 0001214659-16-012346.hdr.sgml : 20160622 20160622163038 ACCESSION NUMBER: 0001214659-16-012346 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: MCNEILL ERNEST M. JR. CENTRAL INDEX KEY: 0001618015 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-16517 FILM NUMBER: 161726850 MAIL ADDRESS: STREET 1: ONE AMERICAN ROW CITY: HARTFORD STATE: CT ZIP: 06102 4 1 marketforms-35814.xml PRIMARY DOCUMENT X0306 4 2016-06-20 true 0001129633 PHOENIX COMPANIES INC/DE PNX 0001618015 MCNEILL ERNEST M. JR. ONE AMERICAN ROW HARTFORD CT 06102-5056 false true false false SVP & Chief Accounting Officer Restricted Stock Units 2016-06-20 4 D false 2193 D Common Stock 2193 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. 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