0000899243-23-011595.txt : 20230424
0000899243-23-011595.hdr.sgml : 20230424
20230424161338
ACCESSION NUMBER: 0000899243-23-011595
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: O'Brien Andrew
CENTRAL INDEX KEY: 0001816120
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39392
FILM NUMBER: 23840246
MAIL ADDRESS:
STREET 1: C/O TREAN INSURANCE GROUP, INC.
STREET 2: 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
0001816120
O'Brien Andrew
C/O TREAN INSURANCE GROUP, INC.
150 LAKE STREET WEST
WAYZATA
MN
55391
1
1
0
0
Executive Chairman
0
Common Stock
2023-04-21
4
D
0
3509120
6.15
D
0
I
See footnotes
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, Reporting Person no longer beneficially owns, directly or indirectly, any shares of Company Common Stock, and after giving effect to the Company's delisting and deregistration, will cease to have reporting obligations.
2,000,000 shares of Company Common Stock were disposed of pursuant to a contribution and exchange agreement between the Reporting Person and an indirect owner of Parent in exchange for equity interests of such indirect owner of Parent, having an equivalent value as of the effective date of the merger based on the per share merger consideration of $6.15. 1,509,120 shares of Company Common Stock will be settled for cash, as described in Footnote 1.
These shares of Company Common Stock were held by the Andrew M. O'Brien Premarital Trust, of which the Reporting Person is the trustee.
/s/ Patricia A. Ryan, attorney-in-fact
2023-04-24