- Statement of Changes in Beneficial Ownership (4)
February 16 2012 - 5:03PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Saxon Michael J
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2. Issuer Name
and
Ticker or Trading Symbol
Amtrust Financial Services, Inc.
[
AFSI
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Chief Operating Officer
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(Last)
(First)
(Middle)
C/O AMTRUST FINANCIAL SERVICES, INC., 59 MAIDEN LANE, 6TH FLOOR
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3. Date of Earliest Transaction
(MM/DD/YYYY)
2/14/2012
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(Street)
NEW YORK, NY 10038
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
(1)
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2/14/2012
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M
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12000
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A
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$7
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58916
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D
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Common Stock
(1)
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2/14/2012
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F
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5171
(2)
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D
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$26.34
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53745
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D
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Common Stock
(1)
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2/14/2012
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F
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690
(2)
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D
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$26.439
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53055
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D
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Common Stock
(1)
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2/14/2012
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F
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200
(2)
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D
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$26.431
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52855
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D
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Common Stock
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2/15/2012
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M
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5225
(3)
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A
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$
0
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58080
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D
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Common Stock
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2/15/2012
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F
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1692
(4)
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D
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$27.25
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56388
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Option
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$7
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2/14/2012
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M
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12000
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2/9/2007
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2/9/2016
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Common Stock
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12000
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$
0
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281465
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D
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Restricted Stock Units
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(5)
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2/15/2012
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M
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5225
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(6)
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(6)
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Common Stock
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5225
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$
0
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15675
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D
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Restricted Stock Units
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(5)
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2/15/2012
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A
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20916
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(7)
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(7)
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Common Stock
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20916
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$
0
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20916
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D
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Explanation of Responses:
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(
1)
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This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by Mr. Saxon on September 19, 2011.1.
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(
2)
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Shares withheld to satisfy income tax withholding liabilities and payment of the option exercise price.
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(
3)
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Acquisition of common stock resulting from the vesting of one-fourth of the restricted stock units granted to Mr. Saxon on February 15, 2011.
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(
4)
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Disposition of common stock resulting from the withholding of securities for the payment of tax liability relating to the vesting of one-fourth of the restricted stock units granted to Mr. Saxon on February 15, 2011.
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(
5)
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Each restricted stock unit represents a contingent right to receive one share of AmTrust Financial Services, Inc.'s common stock.
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(
6)
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On February 15, 2011, Mr. Saxon received restricted stock units representing 20,900 shares subject to a four-year vesting schedule, vesting 25% on the first, second, third and fourth anniversaries of the grant date. As restricted stock units vest, the vested units are automatically converted to vested common stock on a one-for-one basis on the vesting date.
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(
7)
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On February 15, 2012, Mr. Saxon received restricted stock units representing 20,916 shares subject to a four-year vesting schedule, vesting 25% on the first, second, third and fourth anniversaries of the grant date. As restricted stock units vest, the vested units are automatically converted to vested common stock on a one-for-one basis on the vesting date.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Saxon Michael J
C/O AMTRUST FINANCIAL SERVICES, INC.
59 MAIDEN LANE, 6TH FLOOR
NEW YORK, NY 10038
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Chief Operating Officer
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Signatures
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/s/ Michael J. Saxon
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2/16/2012
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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