Matthew James Spencer - Apr 21, 2023 Form 4 Insider Report for Trean Insurance Group, Inc. (TIG)

Signature
/s/ Patricia A. Ryan, attorney-in-fact
Stock symbol
TIG
Transactions as of
Apr 21, 2023
Transactions value $
-$161,093
Form type
4
Date filed
4/24/2023, 04:13 PM
Previous filing
Mar 13, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction TIG Common Stock Award +5.97K +29.49% 26.2K Apr 21, 2023 Direct F2
transaction TIG Common Stock Disposed to Issuer -$161K -26.2K -100% $6.15 0 Apr 21, 2023 Direct F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Matthew James Spencer 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 December 15, 2022 (the "Merger Agreement"), by and among Treadstone Parent Inc., a Delaware corporation ("Parent"), Treadstone Merger Sub Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Parent, and Trean Insurance Group, Inc. (the "Company"), each share of common stock, par value $0.01 per share, of the Company ("Company Common Stock") was converted into the right to receive a cash payment (without interest and subject to any applicable taxes) equal to the per share merger consideration of $6.15. As a result of the Merger, the Reporting Person no longer beneficially owns, directly or indirectly, any shares of Company Common Stock.
F2 Includes 5,966 shares in respect of performance stock units. In accordance with the terms of the Merger Agreement, each performance stock unit award granted under the Company's stock plan that was outstanding as of immediately prior to the effective time of the merger automatically became fully vested, was cancelled, and was converted into the right to receive an amount in cash (without interest and subject to applicable withholding taxes) equal to the product of (i) a pro-rated number of shares of Company Common Stock that would have vested pursuant to the terms of such Company performance stock unit award based on projected performance through the end of the applicable performance period as set forth in the Merger Agreement, and (ii) the per share merger consideration of $6.15.
F3 Includes 7,034 shares in respect of restricted stock units. In accordance with the terms of the Merger Agreement, each restricted stock unit award that was outstanding as of immediately prior to the effective time of the merger automatically became fully vested, was cancelled, and was converted into the right to receive an amount in cash (without interest and subject to applicable withholding taxes) equal to the product of (i) the number of shares of Company Common Stock underlying such restricted stock unit award as of immediately prior to the effective time of the merger, and (ii) the per share merger consideration of $6.15.

Remarks:

Chief Information and Security Officer