0001495925-14-000124.txt : 20141204 0001495925-14-000124.hdr.sgml : 20141204 20141204115432 ACCESSION NUMBER: 0001495925-14-000124 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20141204 FILED AS OF DATE: 20141204 DATE AS OF CHANGE: 20141204 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Fortegra Financial Corp CENTRAL INDEX KEY: 0001495925 STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE AGENTS BROKERS & SERVICES [6411] IRS NUMBER: 581461399 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 10151 DEERWOOD PARK BLVD STREET 2: BLDG. 100, STE. 330 CITY: JACKSONVILLE STATE: FL ZIP: 32256 BUSINESS PHONE: 904-416-1539 MAIL ADDRESS: STREET 1: 10151 DEERWOOD PARK BLVD STREET 2: BLDG. 100, STE. 330 CITY: JACKSONVILLE STATE: FL ZIP: 32256 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: McCaw Joseph R. CENTRAL INDEX KEY: 0001507316 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35009 FILM NUMBER: 141265554 MAIL ADDRESS: STREET 1: 10151 DEERWOOD PARK BLVD STREET 2: BLDG. 100, STE. 330 CITY: JACKSONVILLE STATE: FL ZIP: 32256 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2014-12-04 1 0001495925 Fortegra Financial Corp FRF 0001507316 McCaw Joseph R. C/O FORTEGRA FINANCIAL CORPORATION 10151 DEERWOOD PK BLVD BLDG 100 STE 330 JACKSONVILLE FL 32256 0 1 0 0 EVP, Pres. Payment Protection Common Stock, par value $0.01 per share 2014-12-04 4 D 0 53806 D 0 D Option, Right to Buy 1/1/2013 8.89 2014-12-04 4 A 0 16135 0 A 2023-01-01 Common Stock 16135 16135 D Option, Right to Buy 1/1/2013 8.89 2014-12-04 4 D 0 16135 1.11 D 2023-01-01 Common Stock 16135 0 D Option, Right to Buy 7/1/2011 7.84 2014-12-04 4 D 0 25000 2.16 D 2021-07-01 Common Stock 25000 0 D Option, Right to Buy 7/1/2012 8.00 2014-12-04 4 D 0 15000 2.00 D 2022-07-01 Common Stock 15000 0 D Option, Right to Buy 9/1/2013 7.62 2014-12-04 4 D 0 5000 2.38 D 2023-09-01 Common Stock 5000 0 D Takes into account 121 shares originally withheld by the Company to satisfy tax withholding obligations in connection with the August 12, 2011 grant, but for which a Form 4 was not filed at the time of the withholding. Shares of Common Stock were disposed of in exchange for the right to receive $10.00 per share in cash pursuant to the Agreement and Plan of Merger by and among Tiptree Operating Company, LLC, Caroline Holdings LLC, Caroline Merger Sub, Inc., and Fortegra Financial Corporation (the "Merger Agreement"). On January 1, 2013, the reporting person was granted an option to purchase 16,135 shares of Common Stock. These stock options provided for vesting upon the Company's satisfaction of performance goals on or before December 31, 2015 for (i) revenue (Compound Annual Growth Rate), (ii) profitable growth (Net Income) and (iii) earnings (Return on Average Equity). These performance metrics were equally weighted such that achievement of any one target would result in the vesting of one-third of the total equity award. These performance-based stock options were cancelled in exchange for the right to receive the difference between the exercise price of the option and $10.00 per share in cash pursuant to the Merger Agreement. These performance-based stock options vested automatically immediately prior to the consummation of the merger on December 4, 2014, in accordance with the terms of the Merger Agreement. These stock options, which are currently exercisable, were cancelled in exchange for the right to receive the difference between the exercise price of the option and $10.00 per share in cash pursuant to the Merger Agreement. These stock options vested automatically immediately prior to the consummation of the merger on December 4, 2014, in accordance with the terms of the Merger Agreement. These stock options provided for vesting one-third when the Compensation Committee of the Board determines that the Company has achieved annual Adjusted EBITDA of $46,000,000 and the remainder on each of the two anniversaries of such determination. These stock options were cancelled in exchange for the right to receive the difference between the exercise price of the option and $10.00 per share in cash pursuant to the Merger Agreement. These stock options vested automatically immediately prior to the consummation of the Merger on December 4, 2014, in accordance with the terms of the Merger Agreement. These stock options provided for vesting in equal installments on each of the first four anniversaries of the grant date. These stock options were cancelled in exchange for the right to receive the difference between the exercise price of the option and $10.00 per share in cash pursuant to the Merger Agreement. These stock options vested automatically immediately prior to the consummation of the merger on December 4, 2014, in accordance with the terms of the Merger Agreement. /s/ Christopher D. Romaine, attorney in fact 2014-12-04