0000944695-19-000016.txt : 20190124 0000944695-19-000016.hdr.sgml : 20190124 20190124180029 ACCESSION NUMBER: 0000944695-19-000016 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190123 FILED AS OF DATE: 20190124 DATE AS OF CHANGE: 20190124 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HUBER J KENDALL CENTRAL INDEX KEY: 0001227471 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13754 FILM NUMBER: 19540814 MAIL ADDRESS: STREET 1: THE HANOVER INSURANCE GROUP, INC. STREET 2: 440 LINCOLN STREET CITY: WORCESTER STATE: MA ZIP: 01653 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: HANOVER INSURANCE GROUP, INC. CENTRAL INDEX KEY: 0000944695 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 043263626 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 440 LINCOLN ST CITY: WORCESTER STATE: MA ZIP: 01653 BUSINESS PHONE: 5088551000 MAIL ADDRESS: STREET 1: 440 LINCOLN ST CITY: WORCESTER STATE: MA ZIP: 01653 FORMER COMPANY: FORMER CONFORMED NAME: ALLMERICA FINANCIAL CORP DATE OF NAME CHANGE: 19950501 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2019-01-23 0000944695 HANOVER INSURANCE GROUP, INC. THG 0001227471 HUBER J KENDALL C/O THE HANOVER INSURANCE GROUP, INC. 440 LINCOLN STREET WORCESTER MA 01653 0 1 0 0 Executive Vice President Common Stock 2019-01-23 4 A 0 2406 0 A 38973 D Common Stock Option (right to buy) 67.34 2025-02-27 Common Stock 23261 23261 D Common Stock Option (right to buy) 79.33 2026-02-23 Common Stock 20841 20841 D Common Stock Option (right to buy) 87.43 2027-02-24 Common Stock 29775 29775 D Common Stock Option (right to buy) 106.01 2028-02-27 Common Stock 25754 25754 D On February 23, 2016, the Reporting Person was granted 2,000 (target) performance-based restricted stock units ("PBRSUs") pursuant to the Issuer's 2014 Long-Term Incentive Plan. The PBRSUs were subject to both performance-based and time-based vesting conditions. On December 30, 2018, the Issuer announced the issuance of a $4.75 special dividend payable on January 25, 2019 to all shareholders of record on January 10, 2019 (the "Special Dividend"). On January 9, 2019, pursuant to the terms of the award, the target amount of the PBRSUs was automatically adjusted to reflect the Special Dividend. On January 23, 2019, the performance condition for this award was certified at 115.38% of the target award, vesting the performance condition of the PBRSUs and converting the award into a restricted stock unit for the number of shares indicated. The restricted stock unit will vest 100% on the third anniversary of the original PBRSU grant date. Includes 86 shares acquired by an automatic adjustment to previously granted time-based restricted stock unit awards on January 9, 2019 pursuant to the terms specified in the awards to reflect the Special Dividend. Does not include 1,320 shares held indirectly in a Rabbi Trust pursuant to deferral agreements. Option award previously granted by the Issuer on February 27, 2015. On January 9, 2019, pursuant to the terms specified in the award, the exercise price of this award was automatically adjusted from $70.24 to $67.34, and the number of shares underlying the award was automatically adjusted from 22,300 to 23,261 to reflect the Special Dividend. A third of the award vested on each of the first three anniversaries of the date of grant. Option award previously granted by the Issuer on February 23, 2016. On January 9, 2019, pursuant to the terms specified in the award, the exercise price of this award was automatically adjusted from $82.74 to $79.33, and the number of shares underlying the award was automatically adjusted from 19,980 to 20,841 to reflect the Special Dividend. A third of the award vested on each of the first two anniversaries of the date of grant, and the remaining third will vest on the third anniversary of the date of grant. Option award previously granted by the Issuer on February 24, 2017. On January 9, 2019, pursuant to the terms specified in the award, the exercise price of this award was automatically adjusted from $91.19 to $87.43, and the number of shares underlying the award was automatically adjusted from 28,545 to 29,775 to reflect the Special Dividend. A third of the award vested on the first anniversary of the date of grant, and an additional third will vest on each of the second and third anniversaries of the date of grant. Option award previously granted by the Issuer on February 27, 2018. On January 9, 2019, pursuant to the terms specified in the award, the exercise price of this award was automatically adjusted from $110.57 to $106.01, and the number of shares underlying the award was automatically adjusted from 24,690 to 25,754 to reflect the Special Dividend. A third of the award will vest on each of the first three anniversaries of the date of grant. /s/ Matthew R. Frascella pursuant to Confirming Statement 2019-01-24