Dwight Eric Smith - Mar 1, 2022 Form 4 Insider Report for State Auto Financial CORP (STFC)

Role
Director
Signature
/s/Dwight E. Smith by Melissa A. Centers, attorney in fact, pursuant to a POA.filed with the Commission on 5/17/21.
Stock symbol
STFC
Transactions as of
Mar 1, 2022
Transactions value $
$0
Form type
4
Date filed
3/3/2022, 07:55 AM
Previous filing
May 17, 2021
Next filing
Jan 3, 2023

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 -4.14K -100% 0 Mar 1, 2022 Common Stock 4.14K Direct F1, F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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, an Ohio corporation ("STFC"), State Automobile Mutual Insurance Company, an Ohio mutual insurance company ("SAM"), Liberty Mutual Holding Company, Inc., a Massachusetts mutual holding company ("LMHC"), Pymatuning, Inc., an 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.
F2 Pursuant to the Merger Agreement, on March 1, 2022, LMHC effected 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.
F3 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.
F4 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; 23.179 acquired on June 30, 2021; 8.073 acquired on September 30, 2021 and 8.021 acquired on December 31, 2021.