Statement of Changes in Beneficial Ownership (4)
July 22 2020 - 7:15PM
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).
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
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1. Name and Address of Reporting Person
*
O'Brien Andrew |
2. Issuer Name and Ticker or Trading Symbol
Trean Insurance Group, Inc.
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TIG
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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 TREAN INSURANCE GROUP, INC., 150 LAKE STREET WEST |
3. Date of Earliest Transaction
(MM/DD/YYYY)
7/20/2020 |
(Street)
WAYZATA, MN 55391
(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, par value $0.01 per share | 7/20/2020 | | S | | 470425 | D | $13.95 (1) | 4260840 | I | As trustee (2) |
Common Stock, par value $0.01 per share | 7/22/2020 | | S | | 160282 | D | $13.95 (3) | 4100558 | I | As trustee (2) |
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 |
Explanation of Responses: |
(1) | Pursuant to an underwriting agreement, dated July 15, 2020 (the "Underwriting Agreement"), and in connection with the registered public offering of shares of common stock of the Issuer, pursuant to the final prospectus supplement dated July 15, 2020, which sale was completed on July 20, 2020, the underwriters purchased, and the Andrew M. O'Brien Premarital Trust, as the selling stockholder, sold an aggregate of 470,425 shares of common stock of the Issuer. |
(2) | Held by the Andrew M. O'Brien Premarital Trust, of which Mr. O'Brien is the trustee. |
(3) | The underwriters' purchase of additional shares of common stock from the Andrew M. O'Brien Premarital Trust pursuant to the underwriters' over-allotment option under the Underwriting Agreement closed on July 22, 2020. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
O'Brien Andrew C/O TREAN INSURANCE GROUP, INC. 150 LAKE STREET WEST WAYZATA, MN 55391 | X |
| President and CEO |
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Signatures
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/s/ Jill K. Johnson, attorney-in-fact | | 7/22/2020 |
**Signature of Reporting Person | Date |
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