0000356130-19-000104.txt : 20190923 0000356130-19-000104.hdr.sgml : 20190923 20190923132206 ACCESSION NUMBER: 0000356130-19-000104 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: KELLEY BRUCE G CENTRAL INDEX KEY: 0001199837 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-10956 FILM NUMBER: 191107350 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_156925930977238.xml FORM 4 X0306 4 2019-09-19 1 0000356130 EMC INSURANCE GROUP INC EMCI 0001199837 KELLEY BRUCE G EMPLOYERS MUTUAL CASUALTY COMPANY 717 MULBERRY STREET DES MOINES IA 50309 1 1 0 0 President & CEO EMCI-Common Stock 2019-09-19 4 D 0 138657 36 D 0 I By Trust EMCI Common Stock 2019-09-19 4 D 0 133394 36 D 1500 D EMCI Common Stock 2019-09-19 4 D 0 1500 36 D 0 D EMCI-Common Stock 2019-09-19 4 D 0 2250 0 D 0 I Spouse NQO Right To Buy 16.27 2019-09-19 4 D 0 13241 0 D 2012-03-01 2021-03-01 Common Stock 13241.0 0 D NQO Right To Buy 13.9887 2019-09-19 4 D 0 13500 0 D 2013-03-01 2022-03-01 Common Stock 13500.0 0 D Restricted Stock Units 0.0 2019-09-19 4 D 0 3000 0 D 2018-03-01 2021-03-01 Common Stock 3000.0 0 D Restricted Stock Units 0.0 2019-09-19 4 D 0 4500 0 D 2019-03-01 2022-03-01 Common Stock 4500.0 0 D Restricted Stock Units 0.0 2019-09-19 4 D 0 6000 0 D 2020-03-01 2023-03-01 Common Stock 6000.0 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. Since the reporting person's last ownership form, 138,657 shares previously reported as directly held ordinary shares have been transferred and are now indirectly beneficially owned by Trust. 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, 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). Bruce G. Kelley 2019-09-23