144 1 a5146196.txt TOWER GROUP, INC. 144 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933 ATTENTION: Transmit for filing 3 copies of this form concurrently with either placing an order with a broker to execute sale or executing a sale directly with a market maker.
------------------------------------------------------------------------------------------------------- 1(a) NAME OF ISSUER (Please type or print) (b) IRS IDENT. NO. (c) SEC. FILE NO. Tower Group, Inc. 13-3894120 000-50990 ------------------------------------------------------------------------------------------------------------------------------ 1(d) ADDRESS OF ISSUER STREET CITY STATE ZIP CODE (e) TELEPHONE NO. 120 Broadway, 14th Fl. New York NY 10271 AREA CODE NUMBER 212 655-2000 ------------------------------------------------------------------------------------------------------------------------------ 2(a) NAME OF PERSON FOR WHOSE ACCOUNT (b) IRS IDENT. NO. (c) RELATIONSHIP TO (d) ADDRESS STREET CITY STATE ZIP CODE THE SECURITIES ARE TO BE SOLD ISSUER Steven G. Fauth XXX-XX-XXXX Officer 120 Broadway, 14th Fl., New York, NY 10271 ------------------------------------------------------------------------------------------------------------------------------ INSTRUCTION: The person filing this notice should contact the issuer to obtain the I.R.S. Identification Number and the S.E.C. File Number. ------------------------------------------------------------------------------------------------------------------------------------ 3(a) (b) SEC USE ONLY (c) (d) (e) (f) (g) ------------- Title of the Name and Address of Broker-Dealer Number of Shares Aggregate Number of Shares Approximate Name of Each Class of Each Broker through File Number or Other Units Market or Other Units Date of Sale Securities Securities Whom the Securities To Be Sold Value Outstanding (See Instr. 3(f)) Exchange To Be Sold are to be Offered or (See Instr. 3(c))(See Instr. 3(d)) (See Instr. 3 (MO. DAY YR.) (See Instr. 3) Each Market Maker (e)) (g) who is Acquiring the Securities ------------------------------------------------------------------------------------------------------------------------------------ common BNY Brokerage Inc. 30,000 $841,200 19,892,855 5/10/06 NNM stock 1633 Broadway New York, NY 10019 ------------------------------------------------------------------------------------------------------------------------------------
INSTRUCTIONS: 1. (a) Name of issuer. (b) Issuer's I.R.S. Identification Number. (c) Issuer's S.E.C. file number, if any. (d) Issuer's address, including zip code. (e) Issuer's telephone number, including area code. 2. (a) Name of person for whose account the securities are to be sold. (b) Such person's I.R.S. identification number, if such person is an entity. (c) Such person's relationship to the issuer (e.g., officer, director, 10 percent stockholder, or member of immediate family of any of the foregoing). (d) Such person's address, including zip code 3. (a) Title of the class of securities to be sold. (b) Name and address of each broker through whom the securities are intended to be sold. (c) Number of shares or other units to be sold (if debt securities, give the aggregate face amount). (d) Aggregate market value of the securities to be sold as of a specified date within 10 days prior to the filing of this notice. (e) Number of shares or other units of the class outstanding, or if debt securities the face amount thereof outstanding, as shown by the most recent report or statement published by the issuer. (f) Approximate date on which the securities are to be sold. (g) Name of each securities exchange, if any, on which the securities are intended to be sold. Potential persons who are to 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.
TABLE I -- SECURITIES TO BE SOLD Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefore: ------------------------------------------------------------------------------------------------------------------------------------ Title of Date you Nature of Acquisition Name of Person from Whom Acquired The Class Acquired Transaction (If gift, also give date donor Amount of Date of acquired) Securities Acquired Payment Nature of Payment ------------------------------------------------------------------------------------------------------------------------------------ common 5/10/06 The shares were received Tower Group, Inc. 30,000 5/10/06 Cashless exercise stock upon the exercise of an of options at an option to purchase shares exercise price of of common stock $2.78 per share ------------------------------------------------------------------------------------------------------------------------------------ INSTRUCTIONS: If the securities were purchased and full payment therefore was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid. ------------------------------------------------------------------------------------------------------------------------------------ TABLE II -- SECURITIES SOLD DURING THE PAST THREE MONTHS Furnish the following information as to all securities of the issuer sold during the past three months by the person for whose account the securities are to be sold. ---------------------------------------------------------------------------------------------------- Name and Address of Seller Title of Securities Sold Date of Sale Securities Sold Gross Proceeds ---------------------------------------------------------------------------------------------------- Steven G. Fauth N/A N/A N/A (0) N/A (0) 120 Broadway, 14th Floor New York, NY 10271 ----------------------------------------------------------------------------------------------------
REMARKS: INSTRUCTIONS: See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice. May 10, 2006 ------------------ (DATE OF NOTICE) ATTENTION: The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. /s/ Steven G. Fauth ------------------- (SIGNATURE) The notice shall be signed by the person for whose account the securities are to be sold. At least one copy of the notice shall be manually signed. Any copies not manually signed shall bear typed or printed signatures. -------------------------------------------------------------------------------- ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001.) --------------------------------------------------------------------------------