SEC Form 4

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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Welzenbach Mark Joseph (Last) (First) (Middle) 440 LINCOLN STREET S-316 (Street) WORCESTER MA 01653 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol HANOVER INSURANCE GROUP, INC. [ THG ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Senior Vice President
	3. Date of Earliest Transaction (Month/Day/Year) 01/19/2015
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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	01/19/2015		A(1)		3,375(1)	A	$0	29,971	D
Common Stock	01/20/2015		F		549(2)	D	$69.64	29,422	D
Common Stock	01/20/2015		F		426(3)	D	$69.64	28,996	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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

Explanation of Responses:

1. On January 20, 2012, the Reporting Person was granted 2,250 (target) performance-based restricted stock units ("PBRSUs") pursuant to the Issuer's 2006 Long-Term Incentive Plan. The PBRSUs were subject to both a time-based and a performance condition, and the actual award could be as low as zero and as high as 150% of target depending on the level of performance achieved. On January 19, 2015, the Compensation Committee determined that the level of performance achieved entitled the holders of the PBRSUs to 150% of their target award. Accordingly, on January 19, 2015, the PBRSUs' performance criteria vested, and the PBRSUs converted into the number of restricted stock units indicated on this Form 4. 50% of the restricted stock units vest on each of the third and fourth anniversaries of the date of grant.

2. On January 20, 2015, 50% of the restricted stock units described in Footnote 1 vested. Represents shares that were forfeited to pay withholding taxes upon the vesting of these restricted stock units.

3. Represents shares that were forfeited to pay withholding taxes upon the vesting of restricted stock units that were previously granted by the Issuer.

	/s/ Matthew R. Frascella pursuant to Confirming Statement	01/21/2015
	** 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).
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