Kim Burton Garland - Mar 1, 2022 Form 4 Insider Report for State Auto Financial CORP (STFC)

Role
Senior Vice President
Signature
/s/Kim Burton Garland by Melissa A. Centers, attorney in fact pursuant to POA filed with the Commission on 11/16/15.
Stock symbol
STFC
Transactions as of
Mar 1, 2022
Transactions value $
$0
Form type
4
Date filed
3/3/2022, 09:04 AM
Previous filing
Jan 3, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction STFC Common Shares without Par Value Disposed to Issuer -49.8K -100% 0 Mar 1, 2022 Direct F1, F2, F3
transaction STFC Common Shares without Par Value Disposed to Issuer -1.45K -100% 0 Mar 1, 2022 By 401 (k) Plan F1, F2, 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 Includes the following acquisitions: 531.547 Shares acquired in December 2021 through the STFC Employee Stock Purchase Plan. Also includes 24,366 performance units pursuant to the STFC 2017 Long-Term Incentive Plan.
F4 Shares held in Reporting Person's 401(k) Plan.