Statement of Changes in Beneficial Ownership (4)
February 27 2023 - 4:39PM
Edgar (US Regulatory)
FORM 4
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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).
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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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3235-0287
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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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1. Name and Address of Reporting Person
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Roche John C |
2. Issuer Name and Ticker or Trading Symbol
HANOVER INSURANCE GROUP, INC.
[
THG
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President and CEO |
(Last)
(First)
(Middle)
C/O THE HANOVER INSURANCE GROUP, INC., 440 LINCOLN STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/24/2023 |
(Street)
WORCESTER, MA 01653
(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 | 2/24/2023 | | M(1) | | 6336 | A | $40.01 | 81546.389 (2) | D | |
Common Stock | 2/24/2023 | | F(1) | | 3326 | D | $139.340 | 78220.389 (2) | D | |
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) | 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 |
Common Stock Option (right to buy) | $40.01 | 2/24/2023 | | M (1) | | | 6336 | (3) | 2/26/2023 | Common Stock | 6336 | $0 | 0 | D | |
Explanation of Responses: |
(1) | Pursuant to the terms of his 2/26/13 Option Agreement (the "Agreement"), in-the-money options held by Mr. Roche immediately prior to expiration of the option are automatically "net exercised". Accordingly, per the terms of the Agreement such options were "net exercised" on 2/24/23. To that end a total of 3,326 shares were withheld by the Company to satisfy the exercise price and taxes associated with the exercise, resulting in a net issuance of 3,010 shares to, and held by, Mr. Roche. |
(2) | Does not include 7,652 shares held indirectly by the Reporting Person's spouse. |
(3) | The option vested 1/3 on each of 02/26/14, 02/26/15 and 02/26/16. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Roche John C C/O THE HANOVER INSURANCE GROUP, INC. 440 LINCOLN STREET WORCESTER, MA 01653 | X |
| President and CEO |
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Signatures
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/s/ Walter H. Stowell pursuant to Confirming Statement | | 2/27/2023 |
**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. |
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