0000009346-21-000072.txt : 20210603
0000009346-21-000072.hdr.sgml : 20210603
20210603172034
ACCESSION NUMBER: 0000009346-21-000072
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210601
FILED AS OF DATE: 20210603
DATE AS OF CHANGE: 20210603
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Edgecliffe-Johnson Jeremy David
CENTRAL INDEX KEY: 0001777934
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-05534
FILM NUMBER: 21993599
MAIL ADDRESS:
STREET 1: 111 CONGRESSIONAL BLVD
STREET 2: STE 500
CITY: CARMEL
STATE: IN
ZIP: 46032
FORMER NAME:
FORMER CONFORMED NAME: Johnson Jeremy David
DATE OF NAME CHANGE: 20190528
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Protective Insurance Corp
CENTRAL INDEX KEY: 0000009346
STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331]
IRS NUMBER: 350160330
STATE OF INCORPORATION: IN
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 111 CONGRESSIONAL BLVD
STREET 2: STE 500
CITY: CARMEL
STATE: IN
ZIP: 46032
BUSINESS PHONE: 317-452-7426
MAIL ADDRESS:
STREET 1: 111 CONGRESSIONAL BLVD
STREET 2: STE 500
CITY: CARMEL
STATE: IN
ZIP: 46032
FORMER COMPANY:
FORMER CONFORMED NAME: BALDWIN & LYONS INC
DATE OF NAME CHANGE: 19930908
FORMER COMPANY:
FORMER CONFORMED NAME: BALDWIN H C AGENCY INC
DATE OF NAME CHANGE: 19720309
4
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form4.xml
X0306
4
2021-06-01
true
0000009346
Protective Insurance Corp
PTVCA/B
0001777934
Edgecliffe-Johnson Jeremy David
111 CONGRESSIONAL BLVD
STE 500
CARMEL
IN
46032
true
true
Chief Executive Officer
Class B Common Stock
2021-06-01
4
D
0
34196
23.3
D
128741
D
Class B Common Stock
2021-06-01
4
D
0
128741
23.3
D
0
D
Pursuant to the Agreement and Plan of Merger, dated as of February 14, 2021 (the "Merger Agreement"), by and among Protective Insurance Corporation (the "Company"), The Progressive Corporation ("Progressive") and Carnation Merger Sub Inc., a wholly-owned indirect subsidiary of Progressive ("Merger Sub"), at the effective time (the "Effective Time") of the merger of Merger Sub with and into the Company, which Effective Time occurred on June 1, 2021, each outstanding share of the Company's Class A Common Stock and Class B Common Stock (other than certain excluded shares and the outstanding time-based restricted stock awards granted under the Company's equity incentive plan (the "Company RSAs")) was cancelled and automatically converted into the right to receive an amount in cash equal to $23.30, without interest and less any applicable withholding taxes.
Includes the following Company RSAs: 40,000 restricted shares that were to vest on July 1, 2023; 35,000 restricted shares that were to vest on June 1, 2022; 21,000 restricted shares that were to vest on June 1, 2023; 14,000 restricted shares that were to vest on June 1, 2024; 9,371 restricted shares that were to vest on March 6, 2022, and 9,370 restricted shares that were to vest on March 6, 2023.
Pursuant to the Merger Agreement, immediately prior to the Effective Time, the restrictions on each of these Company RSAs automatically lapsed and each Company RSA was canceled and automatically converted into the right to receive an amount in cash equal to the product of (i) the total number of shares of the Company's Class B Common subject to the Company RSA, multiplied by (ii) an amount in cash, without interest, equal to $23.30, plus any cash dividends or cash dividend equivalents accrued on such Company RSA, less any applicable withholding taxes.
John R. Barnett on behalf of Jeremy David Edgecliffe-Johnson
2021-06-03