SEC FORM 4

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

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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^*

BARNES WARREN E.

(Last)

(First)

(Middle)

C/O THE HANOVER INSURANCE GROUP, INC.

440 LINCOLN STREET

(Street)

WORCESTER

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)
	SVP & Princpl. Accntg. Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2024

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/26/2024		A⁽¹⁾		229	A	$0	3,841.443	D
Common Stock	02/26/2024		A⁽²⁾		159	A	$0	4,000.443	D
Common Stock	02/26/2024		F⁽³⁾		363	D	$134.61	3,637.73	D
Common Stock	02/27/2024		S		840	D	$133.87	2,797.73	D
Common Stock	02/27/2024		A⁽⁴⁾		689	A	$0	3,486.73	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock Option (right to buy)	$134.26	02/27/2024		A		1,534		⁽⁵⁾	02/27/2034	Common Stock	1,534	$0	1,534	D

Explanation of Responses:

1. On February 26, 2021, the Reporting Person was granted performance-based restricted stock units ("PBRSUs") pursuant to the Issuer's 2014 Long-Term Incentive Plan. These PBRSUs were subject to a performance-based vesting condition related to three-year average adjusted return on equity and a three-year time-based vesting condition, and also provided for the accumulation of dividend equivalent rights. On February 26, 2024, the performance condition for this award was certified at 112% of the target award (as adjusted for accumulated dividend equivalent rights), and vested and was paid.

2. On February 26, 2021, the Reporting Person was granted PBRSUs pursuant to the Issuer's 2014 Long-Term Incentive Plan. These PBRSUs were subject to a performance-based vesting condition related to three-year relative total shareholder return and a three-year time-based vesting condition, and also provided for the accumulation of dividend equivalent rights. On February 26, 2024, the performance condition for this award was certified at 72.73% of the target award (as adjusted for accumulated dividend equivalent rights), and vested and was paid.

3. Represents shares that were forfeited to pay withholding taxes upon the vesting of restricted stock units that were previously granted by the Issuer and vested on February 26, 2024. In connection with vesting, any fractional shares were rounded up to the next whole share in accordance with the terms of the award agreement.

4. Grant of restricted stock units under the Issuer's 2022 Long-Term Incentive Plan. Such units vest on the third anniversary of the date of grant.

5. Such options vest as to one-third of the shares on each of the first three anniversaries of the grant date.

	/s/ Lindsay L. Katz pursuant to Confirming Statement	02/28/2024
	** 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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