Matthew Stanley Mrozek - 01 Mar 2022 Form 4 Insider Report for State Auto Financial CORP

Reporting relationship: Vice President
Issuer ticker: N/A
Reported as of: 01 Mar 2022
Net transaction value: $0
SEC form: 4
Accepted by SEC: 03 Mar 2022, 09:12:50 UTC
Prior SEC filing: 22 Nov 2021
Source filing: View source filing
Reporting owner signature: /s/Matthew S. Mrozek by Melissa A. Centers, attorney in fact, pursuant to POA filed with commission 3-7-16.

Key filing fact

Matthew Stanley Mrozek filed Form 4 for State Auto Financial CORP on 03 Mar 2022.

Key facts

This page summarizes Matthew Stanley Mrozek's Form 4 filing for State Auto Financial CORP.
4 reported transactions and 0 derivative rows are listed below.
Accepted by SEC: 03 Mar 2022, 09:12.

Change

Previous filing in this sequence was filed on 22 Nov 2021.
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.

STFC transaction

Common Shares without Par Value

Gift

Transaction value: $0
Shares: -397
Change %: -36%
Price: $0.000000
Shares after: 692
Date: 30 Dec 2021
Ownership: Direct
Footnotes: F1, F2

STFC transaction

Common Shares without Par Value

Gift

Transaction value: $0
Shares: -110
Change %: -16%
Price: $0.000000
Shares after: 582
Date: 13 Jan 2022
Ownership: Direct
Footnotes: F3

STFC transaction

Common Shares without Par Value

Gift

Transaction value: $0
Shares: -550
Change %: -95%
Price: $0.000000
Shares after: 32
Date: 24 Jan 2022
Ownership: Direct
Footnotes: F4

STFC transaction

Common Shares without Par Value

Disposed to Issuer

Transaction value
Shares: -7,903
Change %: -100%
Price
Shares after: 0
Date: 01 Mar 2022
Ownership: Direct
Footnotes: F5, F6, F7

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

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 7 footnotes

Footnote F1

On December 30, 2021, this reporting person gifted Shares from his Fidelity account to a donor-advised fund.

Footnote F2

Includes the following acquisitions: 0.2052 Shares acquired in December 2021 in a DRIP account.

Footnote F3

On January 13, 2022 this reporting person gifted Shares from his Computershare account to a donor-advised fund.

Footnote F4

On January 24, 2022 this reporting person gifted Shares from his Fifth Third Securities Account to a donor-advised fund.

Footnote F5

Includes the following: 7,871 performance units pursuant to the STFC 2017 Long-Term Incentive Plan.

Footnote F6

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.

Footnote F7

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.