Bahram D. Omidfar - Jun 1, 2021 Form 4 Insider Report for Protective Insurance Corp (PTVCA/B)

Role
Chief Information Officer
Signature
John R. Barnett on behalf of Bahram D. Omidfar
Stock symbol
PTVCA/B
Transactions as of
Jun 1, 2021
Transactions value $
-$622,273
Form type
4
Date filed
6/3/2021, 05:28 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 -$105K -4.5K -16.86% $23.30* 22.2K Jun 1, 2021 Direct F1
transaction PTVCA/B Class B Common Stock Disposed to Issuer -$517K -22.2K -100% $23.30* 0 Jun 1, 2021 Direct F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Bahram D. Omidfar 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: 5,491 restricted shares that were to vest on each of December 31, 2021 and December 31, 2022, 111 restricted shares that were to vest on each of March 6, 2022 and March 6, 2023 and 11,000 restricted shares that were to vest on July 1, 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.