0001181580-14-000026.txt : 20140911 0001181580-14-000026.hdr.sgml : 20140911 20140911100443 ACCESSION NUMBER: 0001181580-14-000026 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140908 FILED AS OF DATE: 20140911 DATE AS OF CHANGE: 20140911 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: HALLMARK FINANCIAL SERVICES INC CENTRAL INDEX KEY: 0000819913 STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE CARRIERS, NEC [6399] IRS NUMBER: 870447375 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 777 MAIN STREET, SUITE 1000 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 8173481600 MAIL ADDRESS: STREET 1: 777 MAIN STREET STREET 2: STE 1000 CITY: FORT WORTH STATE: TX ZIP: 76102 FORMER COMPANY: FORMER CONFORMED NAME: ACOI INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN CREDIT OPTICAL INC /DE/ DATE OF NAME CHANGE: 19910611 FORMER COMPANY: FORMER CONFORMED NAME: PYRAMID GROWTH INC DATE OF NAME CHANGE: 19890124 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Passmore Jeffrey R CENTRAL INDEX KEY: 0001321683 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11252 FILM NUMBER: 141097348 MAIL ADDRESS: STREET 1: 777 MAIN STREET STREET 2: SUITE 1000 CITY: FORT WORTH STATE: TX ZIP: 76102 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2014-09-08 0000819913 HALLMARK FINANCIAL SERVICES INC HALL 0001321683 Passmore Jeffrey R 777 MAIN STREET SUITE 1000 FORT WORTH TX 76102 0 1 0 0 CHIEF ACCOUNTING OFFICER COMMON STOCK 0 D RESTRICTED STOCK UNITS 2014-09-08 4 A 0 6884 0 A 2017-03-31 2017-03-31 COMMON STOCK 6884 D RESTRICTED STOCK UNITS 2013-05-30 4 A 0 7389 0 A 2016-03-31 2016-03-31 COMMON STOCK 7389 D RESTRICTED STOCK UNITS 2013-05-30 4 A 0 8220 0 A 2015-03-31 2015-03-31 COMMON STOCK 8220 D STOCK OPTIONS (RIGHT TO BUY) 6.61 2019-04-01 COMMON STOCK 35000 35000 D STOCK OPTIONS (RIGHT TO BUY) 11.46 2018-05-22 COMMON STOCK 25000 25000 D STOCK OPTIONS (RIGHT TO BUY) 12.52 2017-05-24 COMMON STOCK 50000 50000 D STOCK OPTIONS (RIGHT TO BUY) 11.34 2016-05-25 COMMON STOCK 8333 8333 D STOCK OPTIONS (RIGHT TO BUY) 7.14 2015-05-27 COMMON STOCK 8333 8333 D Each restricted stock unit represents the right to receive shares of common stock upon satisfaction of vesting requirements and performance criteria. The performance criteria are based on the compound average annual growth rate ("CAGR") in book value per share from January 1, 2014 to December 31, 2016, and earn a percentage of a share of common stock per restricted stock unit, as follows: (i) CAGR less than 8% earns 0%; (ii) 8% CAGR earns 50%; (iii) 9% CAGR earns 64%; (iv) 10% CAGR earns 79%; (v) 11% CAGR earns 93%; (vi) 12% CAGR earns 107% shares; (vii) 13% CAGR earns 122%; (viii) 14% CAGR earns 136%; and (ix) 15% or greater CAGR earns 150%. Represents restricted stock units conditionally granted April 10, 2013 subject to shareholder approval, which was obtained May 30, 2013. Each restricted stock unit represents the right to receive shares of common stock upon satisfaction of vesting requirements and performance criteria. The performance criteria are based on the compound average annual growth rate ("CAGR") in book value per share from January 1, 2013 to December 31, 2015, and earn a percentage of a share of common stock per restricted stock unit, as follows: (i) CAGR less than 8% earns 0%; (ii) 8% CAGR earns 50%; (iii) 9% CAGR earns 64%; (iv) 10% CAGR earns 79%; (v) 11% CAGR earns 93%; (vi) 12% CAGR earns 107% shares; (vii) 13% CAGR earns 122%; (viii) 14% CAGR earns 136%; and (ix) 15% or greater CAGR earns 150%. Represents restricted stock units conditionally granted July 27, 2012 subject to shareholder approval, which was obtained May 30, 2013. Each restricted stock unit represents the right to receive shares of common stock upon satisfaction of vesting requirements and performance criteria. The performance criteria are based on the compound average annual growth rate ("CAGR") in book value per share from January 1, 2012 to December 31, 2014, and earn a percentage of a share of common stock per restricted stock unit, as follows: (i) CAGR less than 8% earns 0%; (ii) 8% CAGR earns 50%; (iii) 9% CAGR earns 64%; (iv) 10% CAGR earns 79%; (v) 11% CAGR earns 93%; (vi) 12% CAGR earns 107% shares; (vii) 13% CAGR earns 122%; (viii) 14% CAGR earns 136%; and (ix) 15% or greater CAGR earns 150%. Represents employee stock options exercisable in seven equal annual installments commencing April 1, 2010. Represents employee stock options exercisable as to 2,500, 5,000, 7,500 and 10,000 shares on May 22, 2009, 2010, 2011 and 2012, respectively. Represents employee stock options exercisable as to 5,000, 10,000, 15,000 and 20,000 shares on May 24, 2008, 2009, 2010 and 2011, respectively. Represents employee stock options exercisable as to 833, 1,667, 2,500 and 3,333 shares on May 25, 2007, 2008, 2009 and 2010, respectively. Represents employee stock options exercisable as to 833, 1,667, 2,500 and 3,333 shares on May 27, 2006, 2007, 2008 and 2009, respectively. STEVEN D. DAVIDSON AS ATTORNEY-IN-FACT FOR JEFFREY R. PASSMORE 2014-09-10