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 *

Salvatore Bryan J		 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)
Executive Vice President
(Last)          (First)          (Middle)

C/O THE HANOVER INSURANCE GROUP, INC., 440 LINCOLN STREET		 3. Date of Earliest Transaction (MM/DD/YYYY)

2/28/2022
(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 2/28/2022  A(1)  1838 A$0 15765.807 D  
Common Stock 2/28/2022  A(2)  1030 A$0 16795.807 D  
Common Stock 2/28/2022  A(3)  1434 A$0 18229.807 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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Common Stock Option (right to buy) $139.51 2/28/2022  A   7008     (4)2/28/2032 Common Stock 7008 $0 7008 D  
Explanation of Responses:
(1) On March 5, 2019, the Reporting Person was granted 1,152 (target) 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 time-based vesting condition and also provided for the accumulation of dividend equivalent rights. On February 28, 2022, the performance condition for this award was certified at 146.4% of the target award (as adjusted for accumulated dividend equivalent rights) for the number of shares indicated. This award remains subject to the time-based vesting condition and is scheduled to vest on March 7, 2022.
(2) On March 5, 2019, the Reporting Person was granted 1,031 (target) 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 time-based vesting condition and also provided for the accumulation of dividend equivalent rights. On February 28, 2022, the performance condition for this award was certified at 91.67% of the target award (as adjusted for accumulated dividend equivalent rights) for the number of shares indicated. This award remains subject to the time-based vesting condition and is scheduled to vest on March 7, 2022.
(3) Grant of restricted stock units under the Issuer's 2014 Long-Term Incentive Plan. Such units vest on the third anniversary of the date of grant.
(4) Such options vest as to one-third of the shares on each of the first three anniversaries of the grant date.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Salvatore Bryan J
C/O THE HANOVER INSURANCE GROUP, INC.
440 LINCOLN STREET
WORCESTER, MA 01653

Executive Vice President
Signatures
/s/ Matthew R. Frascella pursuant to Confirming Statement3/2/2022
**Signature of Reporting PersonDate
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 Jun 2024 to Jul 2024 Click Here for more Hanover Insurance Charts.
Hanover Insurance (NYSE:THG)
Historical Stock Chart
From Jul 2023 to Jul 2024 Click Here for more Hanover Insurance Charts.