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 |
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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). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
DELPHI FINANCIAL GROUP INC/DE [ DFG ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/15/2012 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Class A Common Stock | 03/26/2012 | G | V | 8,191 | D | $0 | 0 | D | ||
Class A Common Stock | 03/26/2012 | G | V | 45,273 | D | $0 | 0 | I | By R & Co. Capital Management LLC | |
Class A Common Stock | 03/27/2012 | G | V | 100,000 | D | $0 | 114,158 | I | By Pergamon Enhanced Master Fund Ltd. | |
Class A Common Stock | 03/28/2012 | G | V | 114,158 | D | $0 | 0 | I | By Pergamon Enhanced Master Fund Ltd. | |
Class B Common Stock | 05/15/2012 | D | 16,081 | D | $52.875(1) | 0 | D | |||
Class B Common Stock | 05/15/2012 | D | 1,812,202 | D | $52.875(1) | 0 | I | By RR Delaware Holdings LP | ||
Class B Common Stock | 05/15/2012 | D | 582,802 | D | $52.875(1) | 0 | I | By Rosenkranz & Company, L.P. | ||
Class B Common Stock | 05/15/2012 | D | 3,126,447 | D | $52.875(1) | 0 | I | By Foster Crossing, Incorporated | ||
Class B Common Stock | 05/15/2012 | D | 574,026 | D | $52.875(1) | 0 | I | By Pheasant Walk, Inc. |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Deferred Share Units | (2) | 05/15/2012 | D | 178,862 | (3) | (3) | Class B Common Stock | 178,862 | (4) | 0 | D | ||||
Deferred Share Units | (2) | 05/15/2012 | D | 100,515 | (3) | (3) | Class B Common Stock | 100,515 | (4) | 0 | D | ||||
Deferred Share Units | (2) | 05/15/2012 | D | 78,143 | (3) | (3) | Class B Common Stock | 78,143 | (4) | 0 | D | ||||
Deferred Share Units | (2) | 05/15/2012 | D | 73,356 | (3) | (3) | Class B Common Stock | 73,356 | (4) | 0 | D | ||||
Deferred Share Units | (2) | 05/15/2012 | D | 73,475 | (3) | (3) | Class B Common Stock | 73,475 | (4) | 0 | D | ||||
Stock Option (right to buy) | $40.18 | 05/15/2012 | D | 375,094 | 08/23/2008 | 08/23/2017 | Class B Common Stock | 375,094 | (5) | 0 | D | ||||
Deferred Share Units | (2) | 05/15/2012 | D | 42,896 | (3) | (3) | Class B Common Stock | 42,896 | (4) | 0 | D | ||||
Stock Option (right to buy) | $29.14 | 05/15/2012 | D | 128,689 | 02/06/2009 | 02/15/2018 | Class B Common Stock | 128,689 | (5) | 0 | D | ||||
Stock Option (right to buy) | $29.84 | 05/15/2012 | D | 500,000 | 08/12/2009 | 08/11/2018 | Class B Common Stock | 500,000 | (5) | 0 | D | ||||
Deferred Share Units | (2) | 05/15/2012 | D | 58,851 | (3) | (3) | Class B Common Stock | 58,851 | (4) | 0 | D | ||||
Stock Option (right to buy) | $21.24 | 05/15/2012 | D | 176,553 | 02/11/2011 | 02/17/2020 | Class B Common Stock | 176,553 | (5) | 0 | D | ||||
Deferred Share Units | (2) | 05/15/2012 | D | 48,138 | (3) | (3) | Class B Common Stock | 48,138 | (4) | 0 | D | ||||
Stock Option (right to buy) | $31.16 | 05/15/2012 | D | 144,415 | 02/09/2012 | 02/18/2021 | Class B Common Stock | 144,415 | (5) | 0 | D |
Explanation of Responses: |
1. Disposed of pursuant to the Agreement and Plan of Merger dated as of December 21, 2011 by and among the issuer, Tokio Marine Holdings, Inc. and TM Investment (Delaware) Inc. (the "Merger Agreement"), pursuant to which each of the shares was converted into the right to receive $52.875. In addition, pursuant to the terms of the Merger Agreement, a special cash dividend of $1.00 per share was paid in respect of such shares on May 16, 2012. |
2. 1-for-1. |
3. The terms of these deferred share units provided that the underlying shares of Class B Common Stock would, subject to the satisfaction of various time vesting requirements, be delivered to the reporting person upon the earliest to occur of various events specified in the issuer's Second Amended and Restated Long-Term Performance-Based Incentive Plan. |
4. Pursuant to the terms of the Merger Agreement, such deferred share units, whether or not fully vested, were cancelled in exchange for the right to receive a cash payment of $52.875 per underlying share of Class B Common Stock. In addition, pursuant to the terms of the Merger Agreement, a payment in the amount of $1.00 per share of Class B Common Stock underlying such units was made on May 16, 2012. |
5. Pursuant to the terms of the Merger Agreement, such option, whether or not fully vested, was cancelled in exchange for the right to receive a cash payment equal to the amount by which $53.875 exceeded the exercise price per share of such option, multiplied by the number of shares of Class B Common Stock underlying such option. |
Remarks: |
Chad W. Coulter, Attorney-in-Fact for Robert Rosenkranz | 05/17/2012 | |
** 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. |