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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Stuchbery Robert A 440 LINCOLN STREET E-10 WORCESTER, MA 01653 |
President & CEO, Chaucer |
/s/ Matthew R. Frascella pursuant to Confirming Statement | 03/02/2015 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | On February 26, 2013, the Reporting Person was granted 3,675 (target) performance-based restricted stock units ("PBRSUs") pursuant to the Issuer's 2006 Long-Term Incentive Plan (the "2006 Plan"). The PBRSUs were subject to both performance-based and time-based vesting conditions. On February 26, 2015, (i) the performance condition was certified at 135% of the target award vesting the performance condition of the PBRSUs, and (ii) the time-based vesting condition was satisfied, resulting in the vesting of the award at the amount shown in Column 4. |
(2) | On February 26, 2013, the Reporting Person was granted 3,675 (target) PBRSUs pursuant to the 2006 Plan. The PBRSUs were subject to both performance-based and time-based vesting conditions. On February 26, 2015, (i) the performance condition was certified at 150% of the target award vesting the performance condition of the PBRSUs, and (ii) the time-based vesting condition was satisfied, resulting in the vesting of the award at the amount shown in Column 4. |
(3) | Represents shares that were forfeited to pay withholding taxes upon the vesting of time-based restricted stock units that were previously granted by the Issuer. |
(4) | Does not include 484 shares held indirectly by the Trustee of the Chaucer Share Incentive Plan. |