0001062993-22-006508.txt : 20220303 0001062993-22-006508.hdr.sgml : 20220303 20220303093833 ACCESSION NUMBER: 0001062993-22-006508 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220301 FILED AS OF DATE: 20220303 DATE AS OF CHANGE: 20220303 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Tacchetti Gregory A CENTRAL INDEX KEY: 0001307946 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-19289 FILM NUMBER: 22706933 MAIL ADDRESS: STREET 1: SAFECO PLAZA STREET 2: 4333 BROOKLYN AVENUE NE CITY: SEATTLE STATE: WA ZIP: 98185 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: State Auto Financial CORP CENTRAL INDEX KEY: 0000874977 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 311324304 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 518 EAST BROAD STREET CITY: COLUMBUS STATE: OH ZIP: 43215 BUSINESS PHONE: 6144645000 MAIL ADDRESS: STREET 1: 518 EAST BROAD STREET CITY: COLUMBUS STATE: OH ZIP: 43215 FORMER COMPANY: FORMER CONFORMED NAME: STATE AUTO FINANCIAL CORP DATE OF NAME CHANGE: 19930328 4 1 form4.xml STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES X0306 4 2022-03-01 0000874977 State Auto Financial CORP STFC 0001307946 Tacchetti Gregory A 518 EAST BROAD ST. COLUMBUS OH 43215 0 1 0 0 Senior Vice President Common Shares without Par Value 2022-03-01 4 D 0 44436 D 0 D Employee Stock Option (Right to Buy) NQ 2022-03-01 4 D 0 2126 D Common Stock 2126 0 D Employee Stock Option (Right to Buy) NQ 2022-03-01 4 D 0 6207 D Common Stock 6207 0 D This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger and Combination (the "Merger Agreement"), dated as of July 12, 2021, by and among State Auto Financial Corporation, an Ohio corporation ("STFC"), State Automobile Mutual Insurance Company, an Ohio mutual insurance company ("SAM"), Liberty Mutual Holding Company, Inc., a Massachusetts mutual holding company ("LMHC"), Pymatuning, Inc., an Ohio corporation and wholly-owned indirect subsidiary of LMHC ("Merger Sub I"), and Andover, Inc., an Ohio corporation and wholly-owned direct subsidiary of LMHC, a copy of which was filed as Exhibit 2.1 to STFC's Form 8-K filed with the Securities and Exchange Commission on July 12, 2021. Pursuant to the Merger Agreement, on March 1, 2022, LMHC effected the acquisition of STFC through the merger of Merger Sub I with and into STFC (the "Merger") with STFC surviving the Merger as the surviving corporation and as an indirect wholly-owned subsidiary of LMHC. At the effective time of the Merger (the "Effective Time"), each issued and outstanding share of common stock of STFC (each, a "Share") (other than the SAM Owned Shares, the Cancelled Shares and the Dissenting Shares, as such terms are defined in the Merger Agreement) was cancelled and converted into the right to receive $52.00 in cash (the "Merger Consideration") without interest and subject to applicable withholding taxes Includes the following: 22,928 performance units pursuant to the STFC 2017 Long-Term Incentive Plan. Pursuant to the Merger Agreement, effective upon the Effective Time, each option to acquire Shares (each, a "STFC Stock Option") that was outstanding immediately prior to the Effective Time was, whether vested or unvested, deemed to be fully vested and was cancelled and converted into the right to receive a lump-sum amount in cash, without interest, equal to the product of (A) the excess, if any, of (1) the Merger Consideration, over (2) the per share exercise price of such STFC Stock Option, multiplied by (B) the total number of Shares subject to such STFC Stock Option immediately prior to the Effective Time. /s/Gregory A. Tacchetti, by Melissa A. Centers, attorney in fact pursuant to POA filed with Commission 11-16-15. 2022-03-03