0001209191-13-007839.txt : 20130211
0001209191-13-007839.hdr.sgml : 20130211
20130211185338
ACCESSION NUMBER: 0001209191-13-007839
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20130207
FILED AS OF DATE: 20130211
DATE AS OF CHANGE: 20130211
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Wanamaker Jeffrey C
CENTRAL INDEX KEY: 0001311169
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34204
FILM NUMBER: 13593736
MAIL ADDRESS:
STREET 1: 2101 4TH AVENUE, SUITE 1600
CITY: SEATTLE
STATE: WA
ZIP: 98121
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: SeaBright Holdings, Inc.
CENTRAL INDEX KEY: 0001267201
STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331]
IRS NUMBER: 562393241
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1501 4TH AVENUE, SUITE 2600
CITY: SEATTLE
STATE: WA
ZIP: 98101
BUSINESS PHONE: 2062698500
MAIL ADDRESS:
STREET 1: 1501 4TH AVENUE, SUITE 2600
CITY: SEATTLE
STATE: WA
ZIP: 98101
FORMER COMPANY:
FORMER CONFORMED NAME: SEABRIGHT INSURANCE HOLDINGS INC
DATE OF NAME CHANGE: 20031016
4
1
c484009_4x0.xml
MAIN DOCUMENT DESCRIPTION
X0306
4
2013-02-07
1
0001267201
SeaBright Holdings, Inc.
SBX
0001311169
Wanamaker Jeffrey C
C/O SEABRIGHT HOLDINGS, INC.
1501 FOURTH AVENUE, SUITE 2600
SEATTLE
WA
98101
0
1
0
0
Sr. VP-Underwriting
Common Stock
2013-02-07
4
A
0
10000
0
A
61129
D
Common Stock
2013-02-07
4
D
0
61129
11.11
D
0
D
Stock Option (right to buy)
10.50
2013-02-07
4
D
0
3339
D
2015-01-20
Common Stock
3339
0
D
Stock Option (right to buy)
17.64
2013-02-07
4
D
0
4000
D
2016-03-17
Common Stock
4000
0
D
Stock Option (right to buy)
18.21
2013-02-07
4
D
0
7000
D
2017-03-28
Common Stock
7000
0
D
Stock Option (right to buy)
14.60
2013-02-07
4
D
0
8500
D
2018-03-27
Common Stock
8500
0
D
Stock Option (right to buy)
10.62
2013-02-07
4
D
0
9788
D
2019-03-27
Common Stock
9788
0
D
Stock Option (right to buy)
11.02
2013-02-07
4
D
0
9364
D
2020-03-22
Common Stock
9364
0
D
Stock Option (right to buy)
9.94
2013-02-07
4
D
0
7500
D
2021-03-17
Common Stock
7500
0
D
These shares of performance based restricted stock were granted under the issuer's Amended and Restated 2005 Long-Term Equity Incentive Plan (the "Plan") in 2012. Pursuant to the Agreement and Plan of Merger, dated as of August 27, 2012 (the "Merger Agreement"), among the issuer, Enstar Group Limited and AML Acquisition, Corp., all restrictions applicable to performance based restricted stock expired immediately prior to the effective time of the Merger (as defined below).
Disposed of pursuant Merger Agreement pursuant to which AML Acquisition, Corp. merged with and into the issuer (the "Merger"), with the issuer surviving the Merger as a wholly-owned subsidiary of Enstar, effective February 7, 2013.
This amount includes 50,591 shares of time vesting restricted stock and 10,000 shares of performance based restricted stock that were granted under the Plan. Pursuant to the Merger Agreement, all restrictions applicable to restricted stock expired immediately prior to the effective time of the Merger and the reporting person became entitled to receive the $11.11 per share merger consideration with respect to each such share.
Disposed of pursuant to the Merger Agreement.
This option vested in four equal annual installments beginning on January 20, 2006.
Pursuant to the Merger Agreement, options, to the extent unvested, became fully vested immediately prior to the effective time of the Merger, and the reporting person became entitled to receive the $11.11 per share merger consideration less the exercise price per share with respect to each share of common stock subject to the option.
This option vested in four equal annual installments beginning on March 17, 2007.
All options with an exercise price above the $11.11 per share merger consideration were cancelled in the Merger and no payment was made thereon.
This option vested in four equal annual installments beginning on March 28, 2008.
This option vested in four equal annual installments beginning on March 27, 2009.
This option vests in four equal annual installments beginning on March 27, 2010.
This option vests in four equal annual installments beginning on March 22, 2011.
This option vests in four equal annual installments beginning on March 17, 2012.
/s/ Phil Romney, under power of attorney
2013-02-11