Allison Kiene - Nov 16, 2023 Form 4 Insider Report for Argo Group International Holdings, Ltd. (ARGO)

Role: General Counsel & Secretary
Signature: /s/ Allison D. Kiene
Stock symbol: ARGO
Transactions as of: Nov 16, 2023
Transactions value $: -$301,170
Form type: 4
Date filed: 11/16/2023, 08:57 AM
Previous filing: Mar 17, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	ARGO	Common Stock	Disposed to Issuer	-$301K	-10K	-100%	$30.00	0	Nov 16, 2023	Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Disposed of pursuant to a definitive agreement and plan of merger (the "Merger Agreement"), dated as of February 8, 2023, by and among Argo Group International Holdings, Ltd. (the "Company"), Brookfield Reinsurance Ltd. ("Brookfield Reinsurance") and BNRE Bermuda Merger Sub Ltd., a wholly owned subsidiary of Brookfield Reinsurance ("Merger Sub"), whereby Merger Sub will merge with and into the Company in accordance with the Bermuda Companies Act 1981 (the "Merger"), with the Company surviving the Merger as a wholly owned subsidiary of Brookfield Reinsurance. At the effective time of the Merger, each issued and outstanding Company ordinary share was automatically canceled and converted into the right to receive $30.00 in cash.
F2	Includes all shares held by the Reporting Person immediately prior to the Merger, including shares of the Company's common stock acquired through the Argo Group International Holdings, Ltd. Employee Share Purchase Plan and previously granted restricted shares, each of which, at the effective time of the Merger, vested in full and was converted into the right to receive $30.00 in cash, and any per share accrued dividends (as described in the Merger Agreement) in respect of such restricted shares.

Content

Disposed of pursuant to a definitive agreement and plan of merger (the "Merger Agreement"), dated as of February 8, 2023, by and among Argo Group International Holdings, Ltd. (the "Company"), Brookfield Reinsurance Ltd. ("Brookfield Reinsurance") and BNRE Bermuda Merger Sub Ltd., a wholly owned subsidiary of Brookfield Reinsurance ("Merger Sub"), whereby Merger Sub will merge with and into the Company in accordance with the Bermuda Companies Act 1981 (the "Merger"), with the Company surviving the Merger as a wholly owned subsidiary of Brookfield Reinsurance. At the effective time of the Merger, each issued and outstanding Company ordinary share was automatically canceled and converted into the right to receive $30.00 in cash.

Includes all shares held by the Reporting Person immediately prior to the Merger, including shares of the Company's common stock acquired through the Argo Group International Holdings, Ltd. Employee Share Purchase Plan and previously granted restricted shares, each of which, at the effective time of the Merger, vested in full and was converted into the right to receive $30.00 in cash, and any per share accrued dividends (as described in the Merger Agreement) in respect of such restricted shares.