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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) |
7. Title and Amount of Underlying Securities (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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Common Stock (right to buy) | $ 42.15 | 02/26/2010 | A | 20,000 | (5) | 02/26/2020 | Common Stock | 20,000 | $ 0 | 20,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
TRANTER GREGORY D C/O THE HANOVER INSURANCE GROUP, INC. 440 LINCOLN ST. (E-6) WORCESTER, MA 01653 |
Senior Vice President |
Walter H. Stowell pursuant to Confirming Statement | 03/01/2010 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | On February 23, 2007, the Reporting Person was granted 2,260 (target) performance-based restricted stock units (the "PBRSUs") pursuant to the Issuer's 2006 Long-Term Incentive Plan (the "Plan"). The actual PBRSU award could have been as low as 0% or as high as 150% of target based upon the Issuer achieving certain three-year average (2007-2009) adjusted return on equity and premium growth. On February 25, 2010 the Issuer's Compensation Committee determined that the three-year average adjusted return on equity and premium growth was achieved at a level that entitled the holders of the PBRSUs to 73.33% of the target award. Accordingly, on February 25, 2010, the PBRSUs vested and converted into the number of shares indicated on this Form 4. |
(2) | Tax withholding in connection with vesting of PBRSUs. |
(3) | Grant of restricted stock units pursuant to the Plan. |
(4) | Does not include approximately 507 shares held indirectly in 401(k) |
(5) | 50% of the options vest on the third anniversary of the grant date and 50% of the options vest on the fourth anniversary of the grant date. |