SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

LAVEY RICHARD W

(Last)

(First)

(Middle)

C/O THE HANOVER INSURANCE GROUP, INC.

440 LINCOLN STREET

(Street)

WORCESTER

01653

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HANOVER INSURANCE GROUP, INC. [ THG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive Vice President

3. Date of Earliest Transaction (Month/Day/Year)
12/27/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/27/2019		A⁽¹⁾		31.904	A	$0	15,681.6	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock Option (right to buy)	$54.61⁽²⁾							⁽³⁾	02/19/2024	Common Stock	10,841⁽²⁾		10,841⁽²⁾	D
Common Stock Option (right to buy)	$66.14⁽⁴⁾							⁽³⁾	02/27/2025	Common Stock	17,738⁽⁴⁾		17,738⁽⁴⁾	D
Common Stock Option (right to buy)	$77.91⁽⁵⁾							⁽³⁾	02/23/2026	Common Stock	17,420⁽⁵⁾		17,420⁽⁵⁾	D
Common Stock Option (right to buy)	$85.87⁽⁶⁾							⁽⁷⁾	02/24/2027	Common Stock	21,222⁽⁶⁾		21,222⁽⁶⁾	D
Common Stock Option (right to buy)	$104.11⁽⁸⁾							⁽⁹⁾	02/27/2028	Common Stock	20,489⁽⁸⁾		20,489⁽⁸⁾	D
Common Stock Option (right to buy)	$117.22⁽¹⁰⁾							⁽¹¹⁾	03/05/2029	Common Stock	9,137⁽¹⁰⁾		9,137⁽¹⁰⁾	D

Explanation of Responses:

1. Grant of restricted stock units under the Issuer's 2014 Long-Term Incentive Plan upon the accrual of dividend rights associated with restricted stock units originally granted on March 5, 2019 as a result of the payment of a $2.50 special dividend on December 27, 2019 to all shareholders of record on December 16, 2019 (the "Special Dividend") and the payment of the company's regular quarterly dividend on the same date. Such units vest on the third anniversary of the date of grant of the underlying restricted stock units.

2. Option award previously granted by the Issuer on February 19, 2014. On December 13, 2019, pursuant to the terms specified in the award, the exercise price of this award was automatically adjusted from $55.60 to $54.61, and the number of remaining shares underlying the award was automatically adjusted from 10,646 to 10,841 to reflect the Special Dividend.

3. A third of the award vested on each of the first three anniversaries of the date of grant.

4. Option award previously granted by the Issuer on February 27, 2015. On December 13, 2019, pursuant to the terms specified in the award, the exercise price of this award was automatically adjusted from $67.34 to $66.14, and the number of shares underlying the award was automatically adjusted from 17,420 to 17,738 to reflect the Special Dividend.

5. Option award previously granted by the Issuer on February 23, 2016. On December 13, 2019, pursuant to the terms specified in the award, the exercise price of this award was automatically adjusted from $79.33 to $77.91, and the number of shares underlying the award was automatically adjusted from 17,107 to 17,420 to reflect the Special Dividend.

6. Option award previously granted by the Issuer on February 24, 2017. On December 13, 2019, pursuant to the terms specified in the award, the exercise price of this award was automatically adjusted from $87.43 to $85.87, and the number of shares underlying the award was automatically adjusted from 20,841 to 21,222 to reflect the Special Dividend.

7. A third of the award vested on each of the first two anniversaries of the date of grant, and the remaining third will vest on the third anniversary of the date of grant.

8. Option award previously granted by the Issuer on February 27, 2018. On December 13, 2019, pursuant to the terms specified in the award, the exercise price of this award was automatically adjusted from $106.01 to $104.11, and the number of shares underlying the award was automatically adjusted from 20,121 to 20,489 to reflect the Special Dividend.

9. A third of the award vested on the first anniversary of the date of grant, and an additional third will vest on each of the second and third anniversaries of the date of grant.

10. Option award previously granted by the Issuer on March 5, 2019. On December 13, 2019, pursuant to the terms specified in the award, the exercise price of this award was automatically adjusted from $119.36 to $117.22, and the number of shares underlying the award was automatically adjusted from 8,973 to 9,137 to reflect the Special Dividend.

11. A third of the award will vest on each of the first three anniversaries of the date of grant.

Remarks:

	/s/ Matthew R. Frascella pursuant to Confirming Statement	12/31/2019
	** 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 Number.