0001628280-17-009888.txt : 20171013 0001628280-17-009888.hdr.sgml : 20171013 20171013155213 ACCESSION NUMBER: 0001628280-17-009888 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20171013 ITEM INFORMATION: Temporary Suspension of Trading Under Registrant's Employee Benefit Plans ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20171013 DATE AS OF CHANGE: 20171013 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HORACE MANN EDUCATORS CORP /DE/ CENTRAL INDEX KEY: 0000850141 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 370911756 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10890 FILM NUMBER: 171136606 BUSINESS ADDRESS: STREET 1: 1 HORACE MANN PLZ CITY: SPRINGFIELD STATE: IL ZIP: 62715-0001 BUSINESS PHONE: 2177892500 MAIL ADDRESS: STREET 1: 1 HORACE MANN PLZ CITY: SPRINGFIELD STATE: IL ZIP: 62715-0001 FORMER COMPANY: FORMER CONFORMED NAME: HORACE MANN EDUCATORS CORP DATE OF NAME CHANGE: 19920108 8-K 1 hmn8kcover101317.htm 8-K 10.13.17 Document




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549


FORM 8-K

CURRENT REPORT


Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report:    October 13, 2017


HORACE MANN EDUCATORS CORPORATION
(Exact name of registrant as specified in its charter)


Delaware
1-10890
37-0911756
(State of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)


1 Horace Mann Plaza, Springfield, Illinois 62715‑0001
(Address of principal executive offices, including zip code)

Registrant's telephone number, including area code: 217‑789‑2500

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ]    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ]    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).       

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.       






Item 5.04:    Temporary Suspension of Trading Under Registrant's Employee Benefit Plans

On October 13, 2017, Horace Mann Educators Corporation (the “Company”) received a notice required by Section 101(i)(2)(E) of the Employee Retirement Income Security Act of 1974, as amended, regarding a blackout period, described below, under the Horace Mann 401k Plan (the “401(k) Plan”). The recordkeeper for the 401(k) Plan is being changed and the blackout period is necessary to facilitate this change. During the blackout period, 401(k) Plan participants and beneficiaries temporarily will be unable to (1) direct or diversify investments in their individual accounts or (2) obtain a distribution, withdrawal or loan from the 401(k) Plan. The blackout period is expected to begin on October 30, 2017 and is expected to end on or about November 10, 2017 (the “Blackout Period”). Notification of the Blackout Period was sent to all participants or beneficiaries under the 401(k) Plan on October 13, 2017.

Because the 401(k) Plan includes Company common stock as an investment option, on October 13, 2017, the Company sent a notice of the Blackout Period (the “Blackout Period Notice”) to its executive officers and directors in accordance with Section 306 of the Sarbanes-Oxley Act of 2002 and Section 104 of Regulation BTR of the Securities Exchange Act of 1934, informing them of the restrictions during the Blackout Period on purchasing and selling, or otherwise acquiring, disposing or transferring shares of the Company’s common stock (including derivative securities pertaining to such shares) that they acquire or have previously acquired in connection with their service or employment as a director or executive officer of the Company. A copy of the Blackout Period Notice is attached as Exhibit 99.1 and is incorporated by reference herein.

During the Blackout Period and for a period of two years after the ending date of the Blackout Period, Company stockholders, 401(k) Plan participants or beneficiaries, or other interested persons may obtain, without charge, information about the Blackout Period, including the actual beginning and ending dates of the Blackout Period, by contacting Donald M. Carley, Senior Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer, in writing at Horace Mann Educators Corporation, 1 Horace Mann Plaza, Springfield, Illinois 62715-0001 or by telephone at 217-789-2500.

Item 9.01:    Financial Statements and Exhibits

(d)    Exhibits.




1




SIGNATURE


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



HORACE MANN EDUCATORS CORPORATION



By:  /s/ Kimberly A. Johnson                                 
Name:    Kimberly A. Johnson
Title:    Vice President & Controller
(Principal Accounting Officer)
Date: October 13, 2017






2

EX-99.1 2 exhibit991for1013178-k.htm EXHIBIT 99.1 Exhibit
Exhibit 99.1

Important Notice Concerning Limitations on
Trading in Equity Securities by Directors and
Executive Officers of Horace Mann Educators Corporation

This notice is to advise you that there will be a blackout period under the Horace Mann 401k Plan (the “401(k) Plan”), during which you will be prohibited from trading in securities issued by Horace Mann Educators Corporation (“HMEC”).
During the blackout period, the ability of the 401(k) to trade HMEC stock will be suspended in order to allow reconciliation of accounts in connection with the change in record keeper for the 401(k) from Mercer LLC to Transamerica Retirement Solutions LLC.
The blackout period is expected to begin on October 30, 2017 and end on or about November 10, 2017. While we expect a smooth transition, you will be notified if an extension of the blackout period is needed.
During the blackout period, you may not purchase, sell or otherwise acquire or transfer any equity securities of HMEC, such as stock of HMEC, or derivative securities, such as restricted stock units and common stock equivalent units, based on HMEC equity securities (collectively, "HMEC Securities"), unless a specific exemption applies.
By way of example, during the blackout period, you may not:
Engage in open market or private transactions in HMEC Securities.
Stop or start payroll deductions for the purchase of HMEC common stock through the Employee Monthly Stock Investment Program.
Exercise HMEC stock options.
Direct the transfer of funds in your 401(k) account into or out of the HMEC stock fund.
Allow HMEC Securities to be used to satisfy tax withholding obligations if your shares of restricted HMEC Securities vest.

However, you may:
Purchase or sell HMEC Securities pursuant to a pre-existing trading arrangement that satisfies the conditions of Rule 10b5-1(c).
Purchase HMEC Securities under the 401(k) to the extent your on-going employee deferrals during the blackout period are designated for investment in HMEC Securities.
Increase or decrease your HMEC Securities holdings in the event of a stock split, stock dividend or pro rata rights distribution. We do not expect such event to happen during the blackout period.
Acquire or dispose of HMEC Securities through a bona fide gift or a transfer by will or the laws of descent and distribution.

These prohibitions only apply to HMEC Securities acquired in connection with your service or employment as a director or executive officer of HMEC. However, there is a rebuttable presumption that any HMEC Securities sold during the blackout period were acquired in connection with your service for HMEC. This presumption may only be rebutted if you can trace the shares you sold, and demonstrate that you acquired them prior to your service with HMEC in a transaction unrelated to your service with HMEC.
If you engage in a transaction in HMEC Securities in violation of these restrictions, regardless of your intent, HMEC (or a HMEC shareholder acting on behalf of HMEC) may bring an action to recover any profits you realized as a result of the violation. In addition, the SEC may bring an action seeking to prevent a violation of the restrictions from taking place or to impose penalties or any other available remedies.
Nothing in this Notice effects other blackout periods established by HMEC.
Contact Donald M. Carley at 217-788-5767 with any questions that you may have concerning the blackout period or the trading restrictions.