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