0001209191-19-032519.txt : 20190523 0001209191-19-032519.hdr.sgml : 20190523 20190523194124 ACCESSION NUMBER: 0001209191-19-032519 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190523 FILED AS OF DATE: 20190523 DATE AS OF CHANGE: 20190523 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Saunders Jeff L CENTRAL INDEX KEY: 0001594015 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-15886 FILM NUMBER: 19851758 MAIL ADDRESS: STREET 1: C/O THE NAVIGATORS GROUP, INC STREET 2: 400 ATLANTIC STREET, 8TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: NAVIGATORS GROUP INC CENTRAL INDEX KEY: 0000793547 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 133138397 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET STREET 2: 8TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 203-905-6090 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET STREET 2: 8TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2019-05-23 1 0000793547 NAVIGATORS GROUP INC NAVG 0001594015 Saunders Jeff L C/O THE NAVIGATORS GROUP, INC. 400 ATLANTIC STREET, 8TH FLOOR STAMFORD CT 06901 0 1 0 0 President,Navg Specialty(Div) Common Stock 2019-05-23 4 D 0 28022 70.00 D 0 D Performance Units 2019-05-23 4 D 0 7500 D Common Stock 7500 0 D Restricted Stock Units 2019-05-23 4 D 0 3000 D Common Stock 3000 0 D On May 23, 2019, The Hartford Financial Services Group, Inc. ("The Hartford") acquired the Issuer pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of August 22, 2018, by and among the Issuer, The Hartford and Renato Acquisition Co., a wholly owned subsidiary of The Hartford (the "Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each share of common stock of the Issuer, par value $0.10 per share ("Issuer Common Stock") issued and outstanding immediately prior to the Effective Time was converted into the right to receive $70.00 in cash, without interest (the "Merger Consideration"). Each performance unit represents the right to receive one share of Issuer Common Stock. The Merger Agreement provides that each performance unit award granted on or after January 1, 2017 and prior to January 1, 2019, that was granted under the Company Stock Plan (as defined in the Merger Agreement) and that was outstanding immediately prior to the Effective Time and is payable in shares of Issuer Common Stock (together, the "2020 Vesting Company Awards") was canceled and converted into the right to receive a cash payment equal to the product of (A) the Merger Consideration multiplied by (B) the target number of shares of Issuer Common Stock that were subject to the 2020 Vesting Company Awards immediately prior to the Effective Time; provided, that the right to a cash payment with respect to such award was subject to the same vesting and payment schedules as the 2020 Vesting Company Award it replaced (other than performance-based vesting conditions). Each restricted stock unit represents the right to receive one share of Issuer Common Stock. The Merger Agreement provides that each restricted stock unit award granted on or after January 1, 2019 that was outstanding immediately prior to the Effective Time and was payable in Issuer Common Stock (together, the "2019 New Company Awards"), was canceled and converted into the right to receive a number of restricted stock units issued pursuant to The Hartford 2014 Incentive Stock Plan (each, a "Hartford RSU") in respect of shares of common stock, par value $0.01 per share, of The Hartford ("Hartford Common Stock") equal to (A) the Merger Consideration multiplied by the number of restricted stock units in the applicable tranche, subject to the 2019 New Company Award immediately prior to the Effective Time, divided by (B) the closing price of a share of Hartford Common Stock on the New York Stock Exchange on the business day immediately prior to the closing of the Merger. Each Hartford RSU issued pursuant to Footnote 6 will be subject to the same vesting and payment schedules as the 2019 New Company Award it replaced (other than performance-based vesting conditions). Deepa R. Nayini, attorney-in-fact 2019-05-23