David R. Meuse - Mar 1, 2022 Form 4 Insider Report for State Auto Financial CORP (STFC)

Role
Director
Signature
/s/David R. Meuse by Melissa A. Centers, attorney in fact pursuant to a POA filed with the Commission 5/9/16.
Stock symbol
STFC
Transactions as of
Mar 1, 2022
Transactions value $
$0
Form type
4
Date filed
3/3/2022, 03:28 PM
Previous filing
Jun 1, 2021
Next filing
May 31, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction STFC Common Shares without Par Value Gift $0 -25K -38.46% $0.00 40K Feb 17, 2022 Direct F1
transaction STFC Common Shares without Par Value Disposed to Issuer $0 -40K -100% $0.00* 0 Mar 1, 2022 Direct F2, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction STFC Restricted Stock Unit Disposed to Issuer -1.94K -100% 0 Mar 1, 2022 Comnmon Stock 1.94K Direct F4, F5
transaction STFC Restricted Stock Unit Disposed to Issuer -1.99K -100% 0 Mar 1, 2022 Comnmon Stock 1.99K Direct F4, F5
transaction STFC Restricted Stock Unit Disposed to Issuer -1.92K -100% 0 Mar 1, 2022 Comnmon Stock 1.92K Direct F4, F5
transaction STFC Restricted Stock Unit Disposed to Issuer -2.47K -100% 0 Mar 1, 2022 Comnmon Stock 2.47K Direct F4, F5
transaction STFC Restricted Stock Unit Disposed to Issuer -3.59K -100% 0 Mar 1, 2022 Comnmon Stock 3.59K Direct F4, F5
transaction STFC Restricted Stock Unit Disposed to Issuer -3.72K -100% 0 Mar 1, 2022 Comnmon Stock 3.72K Direct F4, F5
transaction STFC Restricted Stock Unit Disposed to Issuer -3.95K -100% 0 Mar 1, 2022 Comnmon Stock 3.95K Direct F4, F5
transaction STFC Restricted Stock Unit Disposed to Issuer -4.87K -100% 0 Mar 1, 2022 Comnmon Stock 4.87K Direct F4, F5
transaction STFC Restricted Stock Unit Disposed to Issuer -3.68K -100% 0 Mar 1, 2022 Comnmon Stock 3.68K Direct F4, F5
transaction STFC Restricted Stock Unit Disposed to Issuer -3.64K -100% 0 Mar 1, 2022 Comnmon Stock 3.64K Direct F4, F5
transaction STFC Restricted Stock Unit Disposed to Issuer -3.27K -100% 0 Mar 1, 2022 Comnmon Stock 3.27K Direct F4, F5
transaction STFC Restricted Stock Unit Disposed to Issuer -3.6K -100% 0 Mar 1, 2022 Comnmon Stock 3.6K Direct F4, F5
transaction STFC Restricted Stock Unit Disposed to Issuer -3.06K -100% 0 Mar 1, 2022 Comnmon Stock 3.06K Direct F4, F5
transaction STFC Restricted Stock Unit Disposed to Issuer -2.82K -100% 0 Mar 1, 2022 Comnmon Stock 2.82K Direct F4, F5
transaction STFC Restricted Stock Unit Disposed to Issuer -2.57K -100% 0 Mar 1, 2022 Comnmon Stock 2.57K Direct F4, F5
transaction STFC Restricted Stock Unit Disposed to Issuer -4.14K -100% 0 Mar 1, 2022 Comnmon Stock 4.14K Direct F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On February 17, 2022, this reporting person gifted Shares from his Morgan Stanley account to The Columbus Foundation.
F2 This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger and Combination (the "Merger Agreement"), dated as of July 12, 2021, by and among State Auto Financial Corporation, and Ohio corporation ("STFC"), State Automobile Mutual Insurance Company, an Ohio corporation ("SAM"), Liberty Mutual Holding Company, Inc., a Massachusetts mutual holding company ("LMHC"), Pymatuning, Inc., and Ohio corporation and wholly-owned indirect subsidiary of LMHC ("Merger Sub I"), and Andover, Inc., an Ohio corporation and wholly-owned direct subsidiary of LMHC, a copy of which was filed as Exhibit 2.1 to STFC's Form 8-K filed with the Securities and Exchange Commission on July 12, 2021.
F3 Pursuant to the Merger Agreement, on March 1, 2022, LMHC affected the acquisition of STFC through the merger of Merger Sub I with and into STFC (the "Merger") with STFC surviving the Merger as the surviving corporation and as an indirect wholly-owned subsidiary of LMHC. At the effective time of the Merger (the "Effective Time"), each issued and outstanding share of common stock of STFC (each, a "Share") (other than the SAM Owned Shares, the Cancelled Shares and the Dissenting Shares, as such terms are defined in the Merger Agreement) was cancelled and converted into the right to receive $52.00 in cash (the "Merger Consideration") without interest and subject to applicable withholding taxes.
F4 Pursuant to the Merger Agreement, effective upon the Effective Time, each STFC restricted stock unit (each, a "STFC RSU") that was outstanding immediately prior to the Effective Time, whether vested or unvested, became fully vested, in the case of a time-based vesting STFC RSU, or became vested at the target level of performance, in the case of a performance based vesting STFC RSU, and was automatically converted, to the extent vested after giving effect to this clause, into the right to receive a lump-sum amount in cash, without interest, equal to the product of (A) the Merger Consideration and (B) the number of Shares subject to such STFC RSU.
F5 Includes STFC RSUs previously granted under the STFC Outside Directors Restricted Share Unit Plan and STFC RSUs credited with dividends, equivalent in value to those declared and paid on one Share; 286.543 acquired on June 30, 2021; 99.797 acquired on September 30, 2021 and 99.156 acquired on December 31, 2021.