Kerry J. Jacobs - Oct 19, 2022 Form 4 Insider Report for ALLEGHANY CORP /DE (Y)

Signature
/s/ Christopher K. Dalrymple, Attorney-in-Fact
Stock symbol
Y
Transactions as of
Oct 19, 2022
Transactions value $
$0
Form type
4
Date filed
10/21/2022, 04:46 PM
Previous filing
Oct 4, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction Y Common Stock Disposed to Issuer -1.46K -100% 0 Oct 19, 2022 Direct F1, F2

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 Y Restricted Stock Units Disposed to Issuer -4.06K -100% 0 Oct 19, 2022 Common Stock 4.06K Direct F3, F4, F5
transaction Y Phantom Stock Disposed to Issuer -1.1K -100% 0 Oct 19, 2022 Common Stock 1.1K Direct F2, F3, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Kerry J. Jacobs is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Disposition pursuant to the merger (the "Merger") of O&M Acquisition Corp. with and into Alleghany Corporation ("Alleghany"), pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of March 20, 2022, by and among Alleghany, Berkshire Hathaway Inc. and O&M Acquisition Corp.
F2 At the effective time of the Merger, each share of Alleghany common stock was converted into the right to receive $848.02 in cash, without interest (the "Merger Consideration").
F3 1-for-1.
F4 Disposition pursuant to the Merger; at the effective time of the Merger, each restricted stock unit that was not subject to any performance-based vesting requirements ("RSU") was cancelled and converted into the right to receive an amount equal to the Merger Consideration, less any required withholding taxes, within 15 business days of the existing vesting date applicable to such RSU if the holder continues employment through the vesting date, subject to the terms set forth in the Merger Agreement.
F5 Represents number of shares of Alleghany common stock underlying Ms. Jacobs' RSUs.
F6 Each phantom stock unit is the economic equivalent of one share of Alleghany common stock. Disposition pursuant to the Merger; at the effective time of the Merger, the phantom stock units were deemed reinvested into the notional prime rate election alternative under Alleghany's deferred compensation plan, with the amount reinvested being equal to the number of phantom stock units held immediately prior to the effective time of the Merger multiplied by the Merger Consideration.