Jeremy David Edgecliffe-Johnson - Jun 1, 2021 Form 4 Insider Report for Protective Insurance Corp (PTVCA/B)

Role: Chief Executive Officer, Director
Signature: John R. Barnett on behalf of Jeremy David Edgecliffe-Johnson
Stock symbol: PTVCA/B
Transactions as of: Jun 1, 2021
Transactions value $: -$3,796,432
Form type: 4
Date filed: 6/3/2021, 05:20 PM

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	PTVCA/B	Class B Common Stock	Disposed to Issuer	-$797K	-34.2K	-20.99%	$23.30^*	129K	Jun 1, 2021	Direct	F1
transaction	PTVCA/B	Class B Common Stock	Disposed to Issuer	-$3M	-129K	-100%	$23.30^*	0	Jun 1, 2021	Direct	F2, F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Jeremy David Edgecliffe-Johnson is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	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.
F2	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.
F3	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.