| 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
ST PAUL TRAVELERS COMPANIES INC [ STA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/01/2004 | ||||||||||||||||||||||||||
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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 | ||||||
| Common Stock | 04/01/2004 | A | 21,543 | A | $0(1) | 21,543(2) | D | |||
| Common Stock | 04/01/2004 | A | 304.335 | A | $0(1) | 304.335 | I | 401(k) Plan | ||
| Common Stock | 04/01/2004 | A | 40 | A | $0(1) | 40 | I | By son | ||
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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 | ||||||||
| Stock Options (Right to buy) | $23.64 | 04/01/2004 | A | 169 | 06/30/1998(4) | 06/30/2007 | Common Stock | 169 | $0(3) | 169 | D | ||||
| Stock Options (Right to buy) | $26.72 | 04/01/2004 | A | 573 | 09/24/2002(5) | 09/24/2007 | Common Stock | 573 | $0(3) | 573 | D | ||||
| Stock Options (Right to buy) | $32.1 | 04/01/2004 | A | 403 | 04/01/2004 | 09/24/2007 | Common Stock | 403 | $0(3) | 403 | D | ||||
| Stock Options (Right to buy) | $33.12 | 04/01/2004 | A | 2,312 | 04/01/2004 | 11/02/2008 | Common Stock | 2,312 | $0(3) | 2,312 | D | ||||
| Stock Options (Right to buy) | $34.17 | 04/01/2004 | A | 116 | 06/30/1999(4) | 06/30/2008 | Common Stock | 116 | $0(3) | 116 | D | ||||
| Stock Options (Right to buy) | $35.49 | 04/01/2004 | A | 476 | 04/01/2004 | 09/24/2007 | Common Stock | 476 | $0(3) | 476 | D | ||||
| Stock Options (Right to buy) | $37.29 | 04/01/2004 | A | 635 | 04/01/2004 | 10/27/2005 | Common Stock | 635 | $0(3) | 635 | D | ||||
| Stock Options (Right to buy) | $37.29 | 04/01/2004 | A | 468 | 04/01/2004 | 11/02/2008 | Common Stock | 468 | $0(3) | 468 | D | ||||
| Stock Options (Right to buy) | $37.61 | 04/01/2004 | A | 3,816 | 05/03/2004 | 11/02/2008 | Common Stock | 2,352 | $0(3) | 3,816 | D | ||||
| Stock Options (Right to buy) | $37.66 | 04/01/2004 | A | 1,879 | 05/05/2004 | 11/02/2008 | Common Stock | 1,879 | $0(3) | 1,879 | D | ||||
| Stock Options (Right to buy) | $38.43 | 04/01/2004 | A | 104 | 06/30/2000(4) | 06/30/2009 | Common Stock | 104 | $0(3) | 104 | D | ||||
| Stock Options (Right to buy) | $38.54 | 04/01/2004 | A | 180 | 04/01/2004 | 11/02/2008 | Common Stock | 180 | $0(3) | 180 | D | ||||
| Stock Options (Right to buy) | $39.32 | 04/01/2004 | A | 536 | 09/29/2004 | 09/24/2007 | Common Stock | 536 | $0(3) | 536 | D | ||||
| Stock Options (Right to buy) | $39.32 | 04/01/2004 | A | 29 | 09/29/2004 | 11/02/2008 | Common Stock | 29 | $0(3) | 29 | D | ||||
| Stock Options (Right to buy) | $41.58 | 04/01/2004 | A | 22 | 09/03/2004 | 11/02/2008 | Common Stock | 22 | $0(3) | 22 | D | ||||
| Stock Options (Right to buy) | $41.74 | 04/01/2004 | A | 1,396 | 07/20/2004 | 11/02/2008 | Common Stock | 1,396 | $0(3) | 1,396 | D | ||||
| Stock Options (Right to buy) | $42.62 | 04/01/2004 | A | 214 | 08/04/2004 | 11/02/2008 | Common Stock | 214 | $0(3) | 214 | D | ||||
| Stock Options (Right to buy) | $42.69 | 04/01/2004 | A | 75,845 | 03/22/2003(4) | 03/22/2012 | Common Stock | 75,845 | $0(3) | 75,845 | D | ||||
| Stock Options (Right to buy) | $49.42 | 04/01/2004 | A | 19,183 | 07/18/2001(6) | 04/18/2010 | Common Stock | 19,183 | $0(3) | 19,183 | D | ||||
| Stock Options (Right to buy) | $50.55 | 04/01/2004 | A | 776 | 04/01/2004 | 04/23/2007 | Common Stock | 776 | $0(3) | 776 | D | ||||
| Stock Options (Right to buy) | $51.44 | 04/01/2004 | A | 4,355 | 04/01/2004 | 11/02/2008 | Common Stock | 4,355 | $0(3) | 4,355 | D | ||||
| Stock Options (Right to buy) | $52.4 | 04/01/2004 | A | 76 | 06/30/2001(4) | 06/30/2010 | Common Stock | 76 | $0(3) | 76 | D | ||||
| Stock Options (Right to buy) | $53.18 | 04/01/2004 | A | 4,202 | 04/01/2004 | 11/02/2008 | Common Stock | 4,202 | $0(3) | 4,202 | D | ||||
| Stock Options (Right to buy) | $54.66 | 04/01/2004 | A | 558 | 04/01/2004 | 10/27/2005 | Common Stock | 558 | $0(3) | 558 | D | ||||
| Stock Options (Right to buy) | $54.96 | 04/01/2004 | A | 759 | 04/01/2004 | 04/23/2007 | Common Stock | 759 | $0(3) | 759 | D | ||||
| Stock Options (Right to buy) | $55.26 | 04/01/2004 | A | 1,475 | 04/01/2004 | 07/24/2006 | Common Stock | 1,475 | $0(3) | 1,475 | D | ||||
| Stock Options (Right to buy) | $55.26 | 04/01/2004 | A | 1,451 | 04/01/2004 | 04/23/2007 | Common Stock | 1,451 | $0(3) | 1,451 | D | ||||
| Stock Options (Right to buy) | $55.26 | 04/01/2004 | A | 3,329 | 04/01/2004 | 11/02/2008 | Common Stock | 3,329 | $0(3) | 3,329 | D | ||||
| Stock Options (Right to buy) | $55.85 | 04/01/2004 | A | 512 | 04/01/2004 | 07/24/2006 | Common Stock | 512 | $0(3) | 512 | D | ||||
| Stock Options (Right to buy) | $57.49 | 04/01/2004 | A | 94 | 04/01/2004 | 11/02/2008 | Common Stock | 94 | $0(3) | 94 | D | ||||
| Explanation of Responses: |
| 1. Shares received in exchange for shares of Class A and Class B Common Stock of Travelers Property Casualty Corp. ("Travelers") in connection with the merger between Travelers and The St. Paul Companies, Inc. ("St. Paul"). Pursuant to the merger, each share of Travelers Class A and Class B Common Stock was exchanged for .4334 of a share of The St. Paul Travelers Companies, Inc. ("St. Paul Travelers") Common Stock, with cash paid for any fractional Travelers share. On April 1, 2004, the effective date of the merger, the closing price of St. Paul Common Stock was $40.77, and the closing prices of Travelers Class A and Class B Common Stock were $17.57 and $17.40 per share, respectively. |
| 2. Includes 12,142 shares of restricted Common Stock. |
| 3. Option received in the merger between Travelers and St. Paul in exchange for an option to purchase Travelers Class A Common Stock. In the merger, each outstanding option to purchase Travelers Common Stock was converted to an option to purchase shares of St. Paul Travelers Common Stock on substantially the same terms, except that the number of shares was adjusted by multiplying the number of Travelers option shares by .4334 (rounding down to the nearest whole number) and the option exercise price was adjusted by dividing the Travelers exercise price by .4334. |
| 4. Option vests over five years in 20% annual increments beginning one year after the date of grant. The date exercisable reported in the table is the first 20% vesting date. |
| 5. Option vests over seven years as follows: 50% after five years from the date of grant, and 25% and 25% after the sixth and seventh year after the date of grant. The date exercisable reported in the table is the first 50% vesting date. |
| 6. Option vests over five years in 20% annual increments beginning fifteen months after the date of grant. The date exercisable reported in the table is the first 20% vesting date. |
| Anthony M. Pepper, Attorney-in-Fact | 04/05/2004 | |
| ** 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. | ||