0001365555-18-000169.txt : 20181130 0001365555-18-000169.hdr.sgml : 20181130 20181130092939 ACCESSION NUMBER: 0001365555-18-000169 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20181129 FILED AS OF DATE: 20181130 DATE AS OF CHANGE: 20181130 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ungar Stephen CENTRAL INDEX KEY: 0001492035 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33143 FILM NUMBER: 181209994 MAIL ADDRESS: STREET 1: C/O AMTRUST FINANCIAL SERVICES, INC. STREET 2: 59 MAIDEN LANE, 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10038 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Amtrust Financial Services, Inc. CENTRAL INDEX KEY: 0001365555 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 043106389 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 59 MAIDEN LANE STREET 2: 43RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10038 BUSINESS PHONE: (212) 220-7120 MAIL ADDRESS: STREET 1: 59 MAIDEN LANE STREET 2: 43RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10038 4 1 wf-form4_154358816314558.xml FORM 4 X0306 4 2018-11-29 0 0001365555 Amtrust Financial Services, Inc. AFSI 0001492035 Ungar Stephen C/O AMTRUST FINANCIAL SERVICES, INC. 59 MAIDEN LANE, 43RD FLOOR NEW YORK NY 10038 0 1 0 0 SVP, GC and Secretary Common Stock 2018-11-29 4 D 0 178877 D 0 D Restricted Stock Units 2018-11-29 4 D 0 2714 D Common Stock 2714.0 0 D Restricted Stock Units 2018-11-29 4 D 0 11150 D Common Stock 11150.0 0 D Restricted Stock Units 2018-11-29 4 D 0 16065 D Common Stock 16065.0 0 D Disposed of pursuant to the Agreement and Plan of Merger, dated as of March 1, 2018 and as amended June 6, 2018, by and among AmTrust Financial Services, Inc., Evergreen Parent, L.P. ("Parent") and Evergreen Merger Sub, Inc. (the "Merger Agreement") in exchange for $14.75 per share in cash, without interest, less any applicable withholding taxes (the "Merger Consideration"). When granted, each restricted stock unit represented a contingent right to receive one share of AmTrust Financial Services, Inc.'s common stock. Pursuant to the Rollover Agreement dated as of November 29, 2018, among the reporting person and Parent, effective as of the effective time of the merger contemplated by the Merger Agreement, pursuant to which AmTrust Financial Services, Inc. is the Surviving Corporation, these RSUs were converted into the right to receive a number of shares of non-voting common stock of the Surviving Corporation equal to the number of shares of AmTrust Financial Services, Inc. common stock underlying the RSU, upon the vesting dates and subject to the vesting conditions originally applicable to the RSUs. Upon vesting and conversion to non-voting common stock of the Surviving Corporation, the non-voting common stock is immediately convertible into Class A limited partnership interests in Parent. On May 23, 2015, Mr. Ungar received restricted stock units subject to a four-year vesting schedule, vesting 25% on the first, second, third and fourth anniversaries of the grant date. On April 5, 2017, Mr. Ungar received restricted stock units subject to a four-year vesting schedule, vesting 25% annually on each March 5th of the first, second, third and fourth years following the grant date. On March 27, 2018, Mr. Ungar received restricted stock units subject to a four-year vesting schedule, vesting 25% annually on each March 5th of the first, second, third and fourth years following the grant date. /s/ Stephen Ungar 2018-11-29