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