Joseph Patrick Brandon - 19 Oct 2022 Form 4 Insider Report for ALLEGHANY CORP /DE

Reporting relationship: President and CEO, Director
Issuer ticker: N/A
Reported as of: 19 Oct 2022
Net transaction value: $0
SEC form: 4
Accepted by SEC: 21 Oct 2022, 16:57:50 UTC
Prior SEC filing: 08 Mar 2022
Source filing: View source filing
Reporting owner signature: /s/ Christopher K. Dalrymple, Attorney-in-Fact

Key filing fact

Joseph Patrick Brandon filed Form 4 for ALLEGHANY CORP /DE on 21 Oct 2022.

Key facts

This page summarizes Joseph Patrick Brandon's Form 4 filing for ALLEGHANY CORP /DE.
3 reported transactions and 2 derivative rows are listed below.
Accepted by SEC: 21 Oct 2022, 16:57.

Change

Previous filing in this sequence was filed on 08 Mar 2022.
Current net transaction value: $0.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

Y transaction

Common Stock

Disposed to Issuer

Transaction value
Shares: -31,939
Change %: -100%
Price
Shares after: 0
Date: 19 Oct 2022
Ownership: Direct
Footnotes: F1, F2

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

Y transaction Derivative

Restricted Stock Units

Disposed to Issuer

Transaction value
Shares: -1,150
Change %: -100%
Price
Shares after: 0
Date: 19 Oct 2022
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 1,150
Exercise price
Footnotes: F3, F4, F5

Y transaction Derivative

Phantom Stock

Disposed to Issuer

Transaction value
Shares: -2,387
Change %: -100%
Price
Shares after: 0
Date: 19 Oct 2022
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 2,387
Exercise price
Footnotes: F2, F3, F6

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Joseph Patrick Brandon is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 6 footnotes

Footnote 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.

Footnote 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").

Footnote F3

1-for-1.

Footnote 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.

Footnote F5

Represents number of shares of Alleghany common stock underlying Mr. Brandon's RSUs.

Footnote 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.