SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Salvatore Bryan J

(Last)

(First)

(Middle)

C/O THE HANOVER INSURANCE GROUP, INC.

440 LINCOLN STREET

(Street)

WORCESTER

01653

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HANOVER INSURANCE GROUP, INC. [ THG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive Vice President

3. Date of Earliest Transaction (Month/Day/Year)
12/16/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/16/2019		M⁽¹⁾		634	A	$82.39	6,727.659	D
Common Stock	12/16/2019		S⁽¹⁾		634	D	$135.949	6,093.659	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock Option (right to buy)	$82.39⁽²⁾							⁽³⁾	06/12/2027	Common Stock	21,052⁽²⁾		21,052⁽²⁾	D
Common Stock Option (right to buy)	$82.39⁽⁴⁾							⁽⁵⁾	06/12/2027	Common Stock	17,408⁽⁴⁾		17,408⁽⁴⁾	D
Common Stock Option (right to buy)	$104.11⁽⁶⁾							⁽⁷⁾	02/27/2028	Common Stock	16,394⁽⁶⁾		16,394⁽⁶⁾	D
Common Stock Option (right to buy)	$117.22⁽⁸⁾							⁽⁹⁾	03/05/2029	Common Stock	7,732⁽⁸⁾		7,732⁽⁸⁾	D
Common Stock Option (right to buy)	$82.39	12/16/2019		M⁽¹⁾			634	⁽⁵⁾	06/12/2027	Common Stock	634	$0	16,774	D

Explanation of Responses:

1. Exercise of options and subsequent sale of shares were effected pursuant to a Rule 10b5-1 Trading Plan.

2. Option award previously granted by the Issuer on June 12, 2017. On December 13, 2019, pursuant to the terms specified in the award, the exercise price of this award was automatically adjusted from $83.89 to $82.39, and the number of shares underlying the award was automatically adjusted from 20,674 to 21,052 to reflect the issuance of a $2.50 special dividend payable on December 27, 2019 to all shareholders of record on December 16, 2019 (the "Special Dividend")

3. The award vested in full on the second anniversary of the date of grant.

4. Option award previously granted by the Issuer on June 12, 2017. On December 13, 2019, pursuant to the terms specified in the award, the exercise price of this award was automatically adjusted from $83.89 to $82.39, and the number of remaining shares underlying the award was automatically adjusted from 17,096 to 17,408 to reflect the Special Dividend.

5. A third of the award vested on each of the first two anniversaries of the date of grant, and the remaining third will vest on the third anniversary of the date of grant.

6. Option award previously granted by the Issuer on February 27, 2018. On December 13, 2019, pursuant to the terms specified in the award, the exercise price of this award was automatically adjusted from $106.01 to $104.11, and the number of shares underlying the award was automatically adjusted from 16,100 to 16,394 to reflect the Special Dividend.

7. A third of the award vested on the first anniversary of grant, and another third will vest on each of the second and third anniversaries of the date of grant.

8. Option award previously granted by the Issuer on March 5, 2019. On December 13, 2019, pursuant to the terms specified in the award, the exercise price of this award was automatically adjusted from $119.36 to $117.22, and the number of shares underlying the award was automatically adjusted from 7,593 to 7,732 to reflect the Special Dividend.

9. A third of the award will vest on each of the first three anniversaries of the date of grant.

Remarks:

	/s/ Matthew R. Frascella pursuant to Confirming Statement	12/18/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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