0000356130-19-000103.txt : 20190923 0000356130-19-000103.hdr.sgml : 20190923 20190923123631 ACCESSION NUMBER: 0000356130-19-000103 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190919 FILED AS OF DATE: 20190923 DATE AS OF CHANGE: 20190923 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Hamilton Lisa Lynn CENTRAL INDEX KEY: 0001733414 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-10956 FILM NUMBER: 191107022 MAIL ADDRESS: STREET 1: 717 MULBERRY STREET CITY: DES MOINES STATE: IA ZIP: 50309 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: EMC INSURANCE GROUP INC CENTRAL INDEX KEY: 0000356130 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 426234555 STATE OF INCORPORATION: IA FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 717 MULBERRY ST CITY: DES MOINES STATE: IA ZIP: 50309 BUSINESS PHONE: 5153452902 MAIL ADDRESS: STREET 1: 717 MULBERRY STREET CITY: DES MOINES STATE: IA ZIP: 50309 4 1 wf-form4_156925657087401.xml FORM 4 X0306 4 2019-09-19 1 0000356130 EMC INSURANCE GROUP INC EMCI 0001733414 Hamilton Lisa Lynn EMPLOYERS MUTUAL CASUALTY COMPANY 717 MULBERRY STREET DES MOINES IA 50309 0 0 0 1 SVP-Chief Brand Off -Parent Co EMCI-Common Stock 2019-09-19 4 D 0 5110 36 D 282 D EMCI-Common Stock 2019-09-19 4 D 0 282 36 D 0 D NQO Right To Buy 13.7833 2019-09-19 4 D 0 563 0 D 2011-03-01 2020-03-01 EMCI-Common Stock 563.0 0 D NQO Right To Buy 16.27 2019-09-19 4 D 0 1688 0 D 2012-03-01 2021-03-01 EMCI-Common Stock 1688.0 0 D NQO Right To Buy 13.9867 2019-09-19 4 D 0 1688 0 D 2013-03-01 2022-03-01 EMCI-Common Stock 1688.0 0 D Restricted Stock Units 0.0 2019-09-19 4 D 0 564 0 D 2018-03-01 2021-03-01 EMCI-Common Stock 564.0 0 D Restricted Stock Units 0.0 2019-09-19 4 D 0 1689 0 D 2019-03-01 2022-03-01 EMCI-Common Stock 1689.0 0 D Restricted Stock Units 0.0 2019-09-19 4 D 0 2252 0 D 2020-03-01 2023-03-01 Common Stock 2252.0 0 D In connection with the merger of EMC Insurance Group Inc. and a subsidiary of Employers Mutual Casualty Company, pursuant to an agreement and plan of merger dated May 8, 2019 (the "Merger Agreement"), all shares of EMC Insurance Group Inc. common stock were cancelled and automatically converted into the right to receive $36.00 per share, without interest. This restricted stock award which provided for vesting in four equal annual installments beginning March 1, 2017, was cancelled and converted into the right to receive the cash payment from Employers Mutual Casualty Company as specified in the Merger Agreement, if and when the applicable vesting conditions in the original award are met (the product of the merger consideration of $36.00 per share multiplied by the total number of shares of common stock underlying each RSA). This option which provided for vesting in five equal annual installments beginning March 1, 2011, was cancelled and converted into the right to receive the cash payment from Employers Mutual Casualty Company as specified in the Merger Agreement (the difference between the exercise price of the option and the merger consideration of $36.00 per share). This option which provided for vesting in five equal annual installments beginning March 1, 2012, was cancelled and converted into the right to receive the cash payment from Employers Mutual Casualty Company as specified in the Merger Agreement (the difference between the exercise price of the option and the merger consideration of $36.00 per share). This option which provided for vesting in five equal annual installments beginning March 1, 2013, was cancelled and converted into the right to receive the cash payment from Employers Mutual Casualty Company as specified in the Merger Agreement (the difference between the exercise price of the option and the merger consideration of $36.00 per share). This restricted stock unit award which provided for vesting in four equal annual installments beginning March 1, 2018, was cancelled and converted into the right to receive from Employers Mutual Casualty Company the cash payment specified in the Merger Agreement if and when the applicable vesting conditions in the original award are met (the product of the merger consideration of $36.00 per share multiplied by the total number of shares of common stock underlying each RSU). This restricted stock unit award which provided for vesting in four equal annual installments beginning March 1, 2019, was cancelled and converted into the right to receive from Employers Mutual Casualty Company the cash payment specified in the Merger Agreement if and when the applicable vesting conditions in the original award are met (the product of the merger consideration of $36.00 per share multiplied by the total number of shares of common stock underlying each RSU). This restricted stock unit award which provided for vesting in four equal annual installments beginning March 1, 2020, was cancelled and converted into the right to receive from Employers Mutual Casualty Company the cash payment specified in the Merger Agreement if and when the applicable vesting conditions in the original award are met (the product of the merger consideration of $36.00 per share multiplied by the total number of shares of common stock underlying each RSU). Lisa Lynn Hamilton 2019-09-23