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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Option | $ 10.5 | 07/31/2008 | D | 20,000 (3) | 04/20/2005 | 04/20/2014 | Common Shares | 20,000 | $ 9.5 | 0 | D | ||||
Stock Option | $ 10.64 | 07/31/2008 | D | 10,000 (3) | 01/03/2007 | 01/03/2016 | Common Shares | 10,000 | $ 9.36 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
EWALD GREG D 5394 BAYSIDE RIDGE CT GALENA, OH 43201 |
Sr. VP of Underwriting, CSC |
Suzanne K. Hanselman by Power of Attorney | 08/04/2008 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | These common shares were delivered to issuer to pay for the applicable withholding tax due upon vesting of certain restricted shares in connection with the merger. |
(2) | Disposed of pursuant to the Agreement and Plan of Merger, dated February 20, 2008, among issuer, Meadowbrook Insurance Group, Inc. and MBKPC Corp., as amended (the "Merger Agreement"), in exchange for the right to receive $20.00 in cash or 2.5000 shares of Meadowbrook common stock, as elected by reporting person, subject to proration as described in the Merger Agreement. |
(3) | These options to purchase common shares were canceled at the effective time of the merger in exchange for the right to receive a cash payment equal to the product of (x) the number of common shares subject to the option immediately prior to the effective time and (y) the excess of $20.00 over the exercise price per share of the option (less any applicable withholding taxes required to be withheld with respect to the payment). |