Melissa A. Centers - 01 Mar 2022 Form 4 Insider Report for State Auto Financial CORP

Footnote 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.

Footnote 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.

Footnote F3

Includes the following: 16,164 performance units pursuant to the STFC 2017 Long-Term Incentive Plan.

Footnote F4

Pursuant to the Merger Agreement, effective upon the Effective Time, each option to acquire Shares (each, a "STFC Stock Option") that was outstanding immediately prior to the Effective Time was, whether vested or unvested, deemed to be fully vested and was cancelled and converted into the right to receive a lump-sum amount in cash, without interest, equal to the product of (A) the excess, if any, of (1) the Merger Consideration, over (2) the per share exercise price of such STFC Stock Option, multiplied by (B) the total number of Shares subject to such STFC Stock Option immediately prior to the Effective Time.