FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
CNA FINANCIAL CORP [ CNA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/12/2014 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 02/12/2014 | M | 30,000 | A | $26.27 | 30,000 | D | |||
Common Stock | 02/12/2014 | S | 30,000 | D | $42.2(1) | 0 | D | |||
Common Stock | 02/12/2014 | M | 30,000 | A | $27.27 | 30,000 | D | |||
Common Stock | 02/12/2014 | S | 30,000 | D | $42.2(1) | 0 | D | |||
Common Stock(2) | 02/12/2014 | M | 30,000 | A | $42.28 | 8,017 | D | |||
Common Stock | 02/12/2014 | F(3) | 3,879 | D | $42.28 | 4,138 | D | |||
Common Stock(4) | 02/12/2014 | M | 22,500 | A | $42.28 | 13,035 | D | |||
Common Stock | 02/12/2014 | F(5) | 4,588 | D | $42.28 | 8,447 | D | |||
Common Stock(6) | 02/12/2014 | M | 22,500 | A | $42.28 | 16,519 | D | |||
Common Stock | 02/12/2014 | F(7) | 4,163 | D | $42.28 | 12,356 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Options | $26.27 | 02/12/2014 | M | 30,000 | (8) | 04/28/2014 | Common Stock | 30,000 | $0(9) | 0 | D | ||||
Stock Options | $27.27 | 02/12/2014 | M | 30,000 | (10) | 02/09/2015 | Common Stock | 30,000 | $0(9) | 0 | D | ||||
Stock Appreciation Rights | $30.98 | 02/12/2014 | M | 30,000 | (11) | 02/08/2016 | Common Stock | 30,000 | $0(12) | 0 | D | ||||
Stock Appreciation Rights | $25.56 | 02/12/2014 | M | 22,500 | (13) | 03/03/2020 | Common Stock | 22,500 | $0(12) | 7,500 | D | ||||
Stock Appreciation Rights | $27.11 | 02/12/2014 | M | 22,500 | (14) | 01/28/2021 | Common Stock | 22,500 | $0(12) | 7,500 | D |
Explanation of Responses: |
1. This transaction was executed in multiple trades at prices ranging from $42.57 to $41.975. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. |
2. The Reporting Person exercised 30,000 Stock Appreciation Rights and as such received a gain of 8,017 shares of the issuers common stock. |
3. The Company's Incentive Compensation Plan (as amended as of January 1, 2010) permits the withholding of shares of common stock to satisfy tax withholding obligations of the participants upon the lapse of restrictions on those shares. As previously reported, these shares were granted to Mr. Kantor on February 8, 2006. |
4. The Reporting Person exercised 22,500 Stock Appreciation Rights and as such received a gain of 8,897 shares of the issuers common stock. |
5. The Company's Incentive Compensation Plan (as amended as of January 1, 2010) permits the withholding of shares of common stock to satisfy tax withholding obligations of the participants upon the lapse of restrictions on those shares. As previously reported, these shares were granted to Mr. Kantor on March 3, 2010. |
6. The Reporting Person exercised 22,500 Stock Appreciation Rights and as such received a gain of 8,072 shares of the issuers common stock. |
7. The Company's Incentive Compensation Plan (as amended as of January 1, 2010) permits the withholding of shares of common stock to satisfy tax withholding obligations of the participants upon the lapse of restrictions on those shares. As previously reported, these shares were granted to Mr. Kantor on January 28, 2011. |
8. As previously reported, the option became exercisable in four equal annual installments beginning on April 28, 2005. |
9. The Reporting Person received the Stock Options at no cost. |
10. As previously reported, the option became exercisable in four equal annual installments beginning on February 9, 2006. |
11. As previously reported, the Stock Appreciation Rights became exercisable in four equal annual installments beginning on February 8, 2007. |
12. The Reporting Person received the Derivative Security pursuant to a grant of stock appreciation rights at no cost. |
13. As previously reported, the Stock Appreciation Rights became exercisable in four equal annual installments beginning on March 3, 2011. |
14. As previously reported, the Stock Appreciation Rights became exercisable in four equal annual installments beginning on January 28, 2012. |
Remarks: |
Jonathan D. Kantor | 02/13/2014 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |