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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 Option (right to buy) | $ 48.46 | 10/30/2015 | M(1) | 100,000 | (3) | 02/23/2017 | Common Stock | 100,000 | $ 0 | 0 | D | ||||
Common Stock Option (right to buy) | $ 45.21 | 10/30/2015 | M(1) | 50,000 | (4) | 02/25/2018 | Common Stock | 50,000 | $ 0 | 0 | D | ||||
Common Stock Option (right to buy) | $ 34.19 | 10/30/2015 | M(1) | 75,000 | (5) | 02/23/2019 | Common Stock | 75,000 | $ 0 | 0 | D | ||||
Common Stock Option (right to buy) | $ 42.15 | 10/30/2015 | M(1) | 100,000 | (6) | 02/26/2020 | Common Stock | 100,000 | $ 0 | 0 | D | ||||
Common Stock Option (right to buy) | $ 46.47 | 10/30/2015 | M(1) | 100,000 | (7) | 02/28/2021 | Common Stock | 100,000 | $ 0 | 0 | D | ||||
Common Stock Option (right to buy) | $ 36.81 | 10/30/2015 | M(1) | 60,000 | (8) | 01/20/2022 | Common Stock | 60,000 | $ 0 | 60,000 | D | ||||
Common Stock Option (right to buy) | $ 42.49 | 10/30/2015 | M(1) | 93,333 | (9) | 02/26/2023 | Common Stock | 93,333 | $ 0 | 46,667 | D | ||||
Common Stock Option (right to buy) | $ 57.99 | 10/30/2015 | M(1) | 45,000 | (10) | 02/19/2024 | Common Stock | 45,000 | $ 0 | 90,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
EPPINGER FREDERICK H THE HANOVER INSURANCE GROUP, INC. 440 LINCOLN ST WORCESTER, MA 01653 |
X | President & CEO |
/s/ Matthew R. Frascella pursuant to Confirming Statement | 11/02/2015 | |
**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) | Mr. Eppinger "net exercised" a total of 623,333 options. The options were granted to Mr. Eppinger from 2007-2014, and were scheduled to expire ten years after issuance. A total of 465,113 shares were withheld by the Company to satisfy the exercise price and taxes associated with the exercises, resulting in a net issuance of 158,220 shares to, and held by, Mr. Eppinger. |
(2) | Does not include 200,612 shares held indirectly in a Rabbi Trust pursuant to deferral agreements. |
(3) | The option, representing the right to purchase a total of 100,000 shares, vested 25% on 2/23/08, 25% on 2/23/09, and the remaining 50% vested on 2/23/10. |
(4) | The option, representing the right to purchase a total of 50,000 shares, vested 25% on 2/25/09, 25% on 2/25/10, and the remaining 50% vested on 2/25/11. |
(5) | The option, representing the right to purchase a total of 75,000 shares, vested 50% on 2/23/12, and the remaining 50% vested on 2/23/13. |
(6) | The option, representing the right to purchase a total of 100,000 shares, vested 50% on 2/26/13, and the remaining 50% vested on 2/26/14. |
(7) | The option, representing the right to purchase a total of 100,000 shares, vested 50% on 2/28/14, and the remaining 50% vested on 2/28/15. |
(8) | The option, representing the right to purchase a total of 120,000 shares, vested 50% on 1/20/15, and the remaining 50% will vest on 1/20/16. |
(9) | The option, representing the right to purchase a total of 140,000 shares, vested 33% on 2/26/14, 33% on 2/26/15, and the remaining portion will vest on 2/26/16. |
(10) | The option, representing the right to purchase a total of 135,000 shares, vested 33% on 2/19/15, an additional 33% will vest on 2/19/16, and the remaining portion will vest on 2/19/17. |