0000899243-22-033968.txt : 20221021 0000899243-22-033968.hdr.sgml : 20221021 20221021164629 ACCESSION NUMBER: 0000899243-22-033968 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20221019 FILED AS OF DATE: 20221021 DATE AS OF CHANGE: 20221021 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Jacobs Kerry J CENTRAL INDEX KEY: 0001782020 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-09371 FILM NUMBER: 221324189 MAIL ADDRESS: STREET 1: C/O ALLEGHANY CORPORATION STREET 2: 1411 BROADWAY, 34TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10018 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ALLEGHANY CORP /DE CENTRAL INDEX KEY: 0000775368 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 271354706 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1411 BROADWAY STREET 2: 34TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10018 BUSINESS PHONE: 212-508-8130 MAIL ADDRESS: STREET 1: 1411 BROADWAY STREET 2: 34TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10018 FORMER COMPANY: FORMER CONFORMED NAME: ALLEGHANY FINANCIAL CORP DATE OF NAME CHANGE: 19870115 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2022-10-19 1 0000775368 ALLEGHANY CORP /DE Y 0001782020 Jacobs Kerry J ALLEGHANY CORPORATION 1411 BROADWAY, 34TH FLOOR NEW YORK NY 10018 0 1 0 0 EVP, Chief Financial Officer Common Stock 2022-10-19 4 D 0 1459 D 0 D Restricted Stock Units 2022-10-19 4 D 0 4063.68 D Common Stock 4063.68 0 D Phantom Stock 2022-10-19 4 D 0 1100.0831 D Common Stock 1100.0831 0 D Disposition pursuant to the merger (the "Merger") of O&M Acquisition Corp. with and into Alleghany Corporation ("Alleghany"), pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of March 20, 2022, by and among Alleghany, Berkshire Hathaway Inc. and O&M Acquisition Corp. At the effective time of the Merger, each share of Alleghany common stock was converted into the right to receive $848.02 in cash, without interest (the "Merger Consideration"). 1-for-1. Disposition pursuant to the Merger; at the effective time of the Merger, each restricted stock unit that was not subject to any performance-based vesting requirements ("RSU") was cancelled and converted into the right to receive an amount equal to the Merger Consideration, less any required withholding taxes, within 15 business days of the existing vesting date applicable to such RSU if the holder continues employment through the vesting date, subject to the terms set forth in the Merger Agreement. Represents number of shares of Alleghany common stock underlying Ms. Jacobs' RSUs. Each phantom stock unit is the economic equivalent of one share of Alleghany common stock. Disposition pursuant to the Merger; at the effective time of the Merger, the phantom stock units were deemed reinvested into the notional prime rate election alternative under Alleghany's deferred compensation plan, with the amount reinvested being equal to the number of phantom stock units held immediately prior to the effective time of the Merger multiplied by the Merger Consideration. /s/ Christopher K. Dalrymple, Attorney-in-Fact 2022-10-21