FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Stuchbery Robert A 		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)
President & CEO, Chaucer
(Last)          (First)          (Middle)

440 LINCOLN STREET, E-10 		3. Date of Earliest Transaction (MM/DD/YYYY)

2/26/2015
(Street)

WORCESTER, MA 01653
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   2/26/2015     A (1)    4962   A $0   35007   D    
Common Stock   2/26/2015     F    2333   D $70.86   32674   D    
Common Stock   2/26/2015     A (2)    5513   A $0   38187   D    
Common Stock   2/26/2015     F    2592   D $70.86   35595   D    
Common Stock   2/26/2015     F (3)    1481   D $70.86   34114   (4) D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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 February 26, 2013, the Reporting Person was granted 3,675 (target) performance-based restricted stock units ("PBRSUs") pursuant to the Issuer's 2006 Long-Term Incentive Plan (the "2006 Plan"). The PBRSUs were subject to both performance-based and time-based vesting conditions. On February 26, 2015, (i) the performance condition was certified at 135% of the target award vesting the performance condition of the PBRSUs, and (ii) the time-based vesting condition was satisfied, resulting in the vesting of the award at the amount shown in Column 4.
( 2)  On February 26, 2013, the Reporting Person was granted 3,675 (target) PBRSUs pursuant to the 2006 Plan. The PBRSUs were subject to both performance-based and time-based vesting conditions. On February 26, 2015, (i) the performance condition was certified at 150% of the target award vesting the performance condition of the PBRSUs, and (ii) the time-based vesting condition was satisfied, resulting in the vesting of the award at the amount shown in Column 4.
( 3)  Represents shares that were forfeited to pay withholding taxes upon the vesting of time-based restricted stock units that were previously granted by the Issuer.
( 4)  Does not include 484 shares held indirectly by the Trustee of the Chaucer Share Incentive Plan.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Stuchbery Robert A
440 LINCOLN STREET
E-10
WORCESTER, MA 01653

President & CEO, Chaucer

Signatures
/s/ Matthew R. Frascella pursuant to Confirming Statement 3/2/2015
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
Hanover Insurance (NYSE:THG)
Historical Stock Chart
From Mar 2024 to Apr 2024 Click Here for more Hanover Insurance Charts.
Hanover Insurance (NYSE:THG)
Historical Stock Chart
From Apr 2023 to Apr 2024 Click Here for more Hanover Insurance Charts.