Jeremy Fine Goldstein - Jun 1, 2021 Form 4 Insider Report for Protective Insurance Corp (PTVCA/B)

Role: EVP - Claims
Signature: John R. Barnett on behalf of Jeremy Fine Goldstein
Stock symbol: PTVCA/B
Transactions as of: Jun 1, 2021
Transactions value $: -$437,318
Form type: 4
Date filed: 6/3/2021, 05:26 PM
Previous filing: Jun 3, 2021

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	-$437K	-18.8K	-100%	$23.30^*	0	Jun 1, 2021	Direct	F1, F2

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

Jeremy Fine Goldstein is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	Includes the following Company RSAs: 12,369 restricted shares that were to vest January 1, 2023 and 6,400 restricted shares that were to vest on July 1, 2023.
F2	Pursuant to the Agreement and Plan of Merger, dated as of February 14, 2021, by and among Protective Insurance Corporation (the "Company"), The Progressive Corporation ("Progressive") and Carnation Merger Sub Inc., a wholly-owned indirect subsidiary of Progressive, immediately prior to the Effective Time, the restrictions on each of the outstanding time-based restricted stock awards granted under the Company's equity incentive plan (the "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.

Content

Includes the following Company RSAs: 12,369 restricted shares that were to vest January 1, 2023 and 6,400 restricted shares that were to vest on July 1, 2023.

Pursuant to the Agreement and Plan of Merger, dated as of February 14, 2021, by and among Protective Insurance Corporation (the "Company"), The Progressive Corporation ("Progressive") and Carnation Merger Sub Inc., a wholly-owned indirect subsidiary of Progressive, immediately prior to the Effective Time, the restrictions on each of the outstanding time-based restricted stock awards granted under the Company's equity incentive plan (the "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.