0000899243-23-011589.txt : 20230424 0000899243-23-011589.hdr.sgml : 20230424 20230424160924 ACCESSION NUMBER: 0000899243-23-011589 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230421 FILED AS OF DATE: 20230424 DATE AS OF CHANGE: 20230424 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RYAN PATRICIA A. CENTRAL INDEX KEY: 0001883071 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39392 FILM NUMBER: 23840172 MAIL ADDRESS: STREET 1: 150 LAKE STREET WEST CITY: WAYZATA STATE: MN ZIP: 55391 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Trean Insurance Group, Inc. CENTRAL INDEX KEY: 0001801754 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 844512647 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 150 LAKE STREET WEST CITY: WAYZATA STATE: MN ZIP: 55391 BUSINESS PHONE: (952) 974-2222 MAIL ADDRESS: STREET 1: 150 LAKE STREET WEST CITY: WAYZATA STATE: MN ZIP: 55391 4 1 doc4.xml FORM 4 SUBMISSION X0407 4 2023-04-21 1 0001801754 Trean Insurance Group, Inc. TIG 0001883071 RYAN PATRICIA A. C/O TREAN INSURANCE GROUP, INC. 150 LAKE STREET WEST WAYZATA MN 55391 0 1 0 0 Chief Legal Officer 0 Common Stock 2023-04-21 4 A 0 2815 A 14539 D Common Stock 2023-04-21 4 D 0 14539 6.15 D 0 D Pursuant to the Agreement and Plan of Merger, dated as of December 15, 2022 (the "Merger Agreement"), by and among Treadstone Parent Inc., a Delaware corporation ("Parent"), Treadstone Merger Sub Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Parent, and Trean Insurance Group, Inc. (the "Company"), each share of common stock, par value $0.01 per share, of the Company ("Company Common Stock") was converted into the right to receive a cash payment (without interest and subject to any applicable taxes) equal to the per share merger consideration of $6.15. As a result of the Merger, the Reporting Person no longer beneficially owns, directly or indirectly, any shares of Company Common Stock. Includes 2,815 shares in respect of performance stock units. In accordance with the terms of the Merger Agreement, each performance stock unit award granted under the Company's stock plan that was outstanding as of immediately prior to the effective time of the merger automatically became fully vested, was cancelled, and was converted into the right to receive an amount in cash (without interest and subject to applicable withholding taxes) equal to the product of (i) a pro-rated number of shares of Company Common Stock that would have vested pursuant to the terms of such Company performance stock unit award based on projected performance through the end of the applicable performance period as set forth in the Merger Agreement, and (ii) the per share merger consideration of $6.15. Includes 2,816 shares in respect of restricted stock units. In accordance with the terms of the Merger Agreement, each restricted stock unit award that was outstanding as of immediately prior to the effective time of the merger automatically became fully vested, was cancelled, and was converted into the right to receive an amount in cash (without interest and subject to applicable withholding taxes) equal to the product of (i) the number of shares of Company Common Stock underlying such restricted stock unit award as of immediately prior to the effective time of the merger, and (ii) the per share merger consideration of $6.15. /s/ Patricia A. Ryan 2023-04-24