0001578735-21-000014.txt : 20210104 0001578735-21-000014.hdr.sgml : 20210104 20210104170827 ACCESSION NUMBER: 0001578735-21-000014 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210104 FILED AS OF DATE: 20210104 DATE AS OF CHANGE: 20210104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Karfunkel Robert CENTRAL INDEX KEY: 0001591545 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36311 FILM NUMBER: 21502618 MAIL ADDRESS: STREET 1: C/O NGHC STREET 2: 59 MAIDEN LANE, 38TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10038 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: National General Holdings Corp. CENTRAL INDEX KEY: 0001578735 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 271046208 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 59 MAIDEN LANE, 38TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10038 BUSINESS PHONE: 212-380-9500 MAIL ADDRESS: STREET 1: 59 MAIDEN LANE, 38TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10038 4 1 wf-form4_160979809502850.xml FORM 4 X0306 4 2021-01-04 0 0001578735 National General Holdings Corp. NGHC 0001591545 Karfunkel Robert C/O NGHC 59 MAIDEN LANE, 38TH FLOOR NEW YORK NY 10038 1 1 0 0 President Common Stock, $.01 par value 2021-01-04 4 D 0 146759 0 D 0 D Common Stock, $.01 par value 2021-01-04 4 D 0 320000 0 D 0 I Held by RK Trust Option to Purchase Common Stock 10.5 2021-01-04 4 D 0 743500 0 D 2014-06-06 2023-06-06 Common Stock, $.01 par value 743500.0 0 D Restricted Stock Units 2021-01-04 4 D 0 17584 0 D Common Stock, $.01 par value 17584.0 0 D Restricted Stock Units 2021-01-04 4 D 0 66276 0 D Common Stock, $.01 par value 66276.0 0 D Restricted Stock Units 2021-01-04 4 D 0 111477 0 D Common Stock, $.01 par value 111477.0 0 D Disposed of pursuant to the Agreement and Plan of Merger, dated as of July 7, 2020, by and among National General Holdings Corp., The Allstate Corporation, and Bluebird Acquisition Corp. (the "Merger Agreement") in exchange for $32.00 per share in cash (the "Merger Consideration") plus a special dividend of $2.50 per share (the "Special Dividend," and together with the Merger Consideration, the "Total Consideration"). Pursuant to the Merger Agreement, each outstanding option was canceled in exchange for a cash payment equal to the product of (a) the Total Consideration of $34.50 minus the exercise price per share of common stock underlying such option multiplied by (b) the number of shares of common stock underlying each such option, less any applicable withholding taxes. When granted, each restricted stock unit represented a contingent right to receive one share of National General Holdings Corp.'s common stock. Pursuant to the Merger Agreement, each outstanding restricted stock unit granted prior to July 7, 2020 was canceled in exchange for a cash payment equal to the Total Consideration of $34.50 multiplied by the number of shares of common stock underlying each such restricted stock unit, less any applicable withholding taxes. On February 26, 2018, Mr. Karfunkel received restricted stock units subject to a three-year vesting schedule, vesting 33 1/3% on the first, second and third anniversaries of the grant date. On February 26, 2019, Mr. Karfunkel received restricted stock units subject to a three-year vesting schedule, vesting 33 1/3% on the first, second and third anniversaries of the grant date. On February 20, 2020, Mr. Karfunkel received restricted stock units subject to a three-year vesting schedule, vesting 33 1/3% on the first, second and third anniversaries of the grant date. /s/ Robert Karfunkel 2021-01-04