FORM 4
[ X ] 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
                                                                                  
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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
                      

1. Name and Address of Reporting Person *

DEEKS TERENCE N
2. Issuer Name and Ticker or Trading Symbol

NAVIGATORS GROUP INC [ NAVG ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

C/O THE NAVIGATORS GROUP, INC., 400 ATLANTIC STREET, 8TH FLOOR
3. Date of Earliest Transaction (MM/DD/YYYY)

5/23/2019
(Street)

STAMFORD, CT 06901
(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   (1) 5/23/2019     D    2434681   (2) D $70.00   (3) 0   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 May 23, 2019, The Hartford Financial Services Group, Inc. ("The Hartford") acquired the Issuer pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of August 22, 2018, by and among the Issuer, The Hartford and Renato Acquisition Co., a wholly owned subsidiary of The Hartford (the "Merger").
(2)  Includes 1,182,537 shares held by the Terence N. Deeks 2017 Qualified Three Year Annuity Trust and the Terence N. Deeks 2018 Qualified Three Year Annuity Trust (collectively, the "Trusts"), of which the Reporting Person is the settler, 56,400 shares jointly held with the Reporting Person's wife, 939,640 shares held by him directly and 256,104 shares held by the Deeks Family Foundation (the "Foundation"). The Reporting Person disclaims beneficial ownership of the shares held by the Trusts and the Foundation except to the extent of any pecuniary interest he may be deemed to hold therein.
(3)  Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each share of common stock of the Issuer, par value $0.10 per share ("Issuer Common Stock") issued and outstanding immediately prior to the Effective Time was converted into the right to receive $70.00 in cash, without interest.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
DEEKS TERENCE N
C/O THE NAVIGATORS GROUP, INC.
400 ATLANTIC STREET, 8TH FLOOR
STAMFORD, CT 06901
X X


Signatures
Deepa R. Nayini, attorney-in-fact 5/23/2019
** 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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