0000899243-18-018938.txt : 20180702 0000899243-18-018938.hdr.sgml : 20180702 20180702163228 ACCESSION NUMBER: 0000899243-18-018938 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180702 FILED AS OF DATE: 20180702 DATE AS OF CHANGE: 20180702 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SIMON SAMUEL J CENTRAL INDEX KEY: 0001223367 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-50167 FILM NUMBER: 18933155 MAIL ADDRESS: STREET 1: INFINITY PROPERTY & CASUALTY CORPORATION STREET 2: 3700 COLONNADE PARKWAY CITY: BIRMINGHAM STATE: AL ZIP: 35243 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: INFINITY PROPERTY & CASUALTY CORP CENTRAL INDEX KEY: 0001195933 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 030483872 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2201 4TH AVENUE NORTH CITY: BIRMINGHAM STATE: AL ZIP: 35203 BUSINESS PHONE: 205-870-4000 MAIL ADDRESS: STREET 1: 2201 4TH AVENUE NORTH CITY: BIRMINGHAM STATE: AL ZIP: 35203 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2018-07-02 1 0001195933 INFINITY PROPERTY & CASUALTY CORP IPCC 0001223367 SIMON SAMUEL J 2201 4TH AVENUE NORTH BIRMINGHAM AL 35203 0 1 0 0 President & General Counsel Common Stock 2018-07-02 4 D 0 7000 D 74100 D Common Stock 2018-07-02 4 A 0 9653 A 83753 D Common Stock 2018-07-02 4 D 0 9653 D 74100 D Common Stock 2018-07-02 4 D 0 74100 D 0 D Pursuant to the Agreement and Plan of Merger, dated as of February 13, 2018 (the "Merger Agreement"), by and among Kemper Corporation ("Kemper"), Vulcan Sub, Inc., a wholly owned subsidiary of Kemper ("Sub"), and Infinity Property and Casualty Corporation (the "Company"), these restricted shares of common stock of the Company, no par value per share ("Company Common Stock"), were cancelled without any acceleration of vesting effective as of the effective time of the merger of the Company and Sub (the "Merger") and exchanged for the right to receive a number of restricted stock units of Kemper equal to the number of cancelled restricted shares multiplied by 2.0031, without interest and less any applicable withholding of taxes. Pursuant to the Merger Agreement, outstanding Company performance share units became fully vested at the effective time of the Merger in accordance with the terms of the Merger Agreement and then converted into the right to receive a number of shares of common stock of Kemper, par value $0.01 per share ("Kemper Common Stock"), equal to the target number of shares of Company Common Stock underlying the vested Company performance share units multiplied by 2.0031, without interest and less any applicable withholding for taxes. Pursuant to the Merger Agreement, effective as of the effective time of the Merger, these shares of Company Common Stock were converted into the right to receive, at the election of the stockholder, (i) $51.60 in cash and 1.2019 shares of Kemper Common Stock, without interest and less any applicable withholding for taxes, (ii) $129.00 in cash, without interest and less any applicable withholding for taxes, or (iii) $49.58 in cash and 1.2332 shares of Kemper Common Stock, without interest and less any applicable withholding for taxes. /s/ James H. Roamaker, by Power of Attorney 2018-07-02