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 1 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