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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 | ||||||||
| Common Stock Option (right to buy) | $ 44.56 (3) | (4) | 02/28/2021 | Common Stock | 13,039 (3) | 13,039 (3) | D | ||||||||
| Common Stock Option (right to buy) | $ 35.29 (5) | (4) | 01/20/2022 | Common Stock | 11,474 (5) | 11,474 (5) | D | ||||||||
| Common Stock Option (right to buy) | $ 40.74 (7) | (6) | 02/26/2023 | Common Stock | 21,383 (7) | 21,383 (7) | D | ||||||||
| Common Stock Option (right to buy) | $ 55.6 (8) | (6) | 02/19/2024 | Common Stock | 21,905 (8) | 21,905 (8) | D | ||||||||
| Common Stock Option (right to buy) | $ 67.34 (9) | (6) | 02/27/2025 | Common Stock | 22,531 (9) | 22,531 (9) | D | ||||||||
| Common Stock Option (right to buy) | $ 79.33 (10) | (11) | 02/23/2026 | Common Stock | 21,029 (10) | 21,029 (10) | D | ||||||||
| Common Stock Option (right to buy) | $ 87.43 (12) | (13) | 02/24/2027 | Common Stock | 26,802 (12) | 26,802 (12) | D | ||||||||
| Common Stock Option (right to buy) | $ 106.01 (14) | (15) | 02/27/2028 | Common Stock | 70,784 (14) | 70,784 (14) | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Roche John C C/O THE HANOVER INSURANCE GROUP, INC. 440 LINCOLN STREET WORCESTER, MA 01653 |
X | President and CEO | ||
| /s/ Matthew R. Frascella pursuant to Confirming Statement | 01/24/2019 | |
| **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 23, 2016, the Reporting Person was granted 2,015 (target) performance-based restricted stock units ("PBRSUs") pursuant to the Issuer's 2014 Long-Term Incentive Plan. The PBRSUs were subject to both performance-based and time-based vesting conditions. On December 30, 2018, the Issuer announced the issuance of a $4.75 special dividend payable on January 25, 2019 to all shareholders of record on January 10, 2019 (the "Special Dividend"). On January 9, 2019, pursuant to the terms of the award, the target amount of the PBRSUs was automatically adjusted to reflect the Special Dividend. On January 23, 2019, the performance condition for this award was certified at 115.38% of the target award, vesting the performance condition of the PBRSUs and converting the award into a restricted stock unit for the number of shares indicated. The restricted stock unit will vest 100% on the third anniversary of the original PBRSU grant date. |
| (2) | Includes 193 shares acquired by an automatic adjustment to previously granted time-based restricted stock unit awards on January 9, 2019 pursuant to the terms specified in the awards to reflect the Special Dividend. |
| (3) | Option award previously granted by the Issuer on February 28, 2011. On January 9, 2019, pursuant to the terms specified in the award, the exercise price of this award was automatically adjusted from $46.47 to $44.56, and the number of shares underlying the award was automatically adjusted from 12,500 to 13,039 to reflect the Special Dividend. |
| (4) | The award vested 50% on the third anniversary of the date of grant, and the remaining 50% vested on the fourth anniversary of the date of grant. |
| (5) | Option award previously granted by the Issuer on January 20, 2012. On January 9, 2019, pursuant to the terms specified in the award, the exercise price of this award was automatically adjusted from $36.81 to $35.29, and the number of remaining shares underlying the award was automatically adjusted from 11,000 to 11,474 to reflect the Special Dividend. |
| (6) | A third of the award vested on each of the first three anniversaries of the date of grant. |
| (7) | Option award previously granted by the Issuer on February 26, 2013. On January 9, 2019, pursuant to the terms specified in the award, the exercise price of this award was automatically adjusted from $42.49 to $40.74, and the number of shares underlying the award was automatically adjusted from 20,500 to 21,383 to reflect the Special Dividend. |
| (8) | Option award previously granted by the Issuer on February 19, 2014. On January 9, 2019, pursuant to the terms specified in the award, the exercise price of this award was automatically adjusted from $57.99 to $55.60, and the number of shares underlying the award was automatically adjusted from 21,000 to 21,905 to reflect the Special Dividend. |
| (9) | Option award previously granted by the Issuer on February 27, 2015. On January 9, 2019, pursuant to the terms specified in the award, the exercise price of this award was automatically adjusted from $70.24 to $67.34, and the number of shares underlying the award was automatically adjusted from 21,600 to 22,531 to reflect the Special Dividend. |
| (10) | Option award previously granted by the Issuer on February 23, 2016. On January 9, 2019, pursuant to the terms specified in the award, the exercise price of this award was automatically adjusted from $82.74 to $79.33, and the number of shares underlying the award was automatically adjusted from 20,160 to 21,029 to reflect the Special Dividend. |
| (11) | A third of the award vested on each of the first two anniversaries of the date of grant, and the remaining third will vest on the third anniversary of the date of grant. |
| (12) | Option award previously granted by the Issuer on February 24, 2017. On January 9, 2019, pursuant to the terms specified in the award, the exercise price of this award was automatically adjusted from $91.19 to $87.43, and the number of shares underlying the award was automatically adjusted from 25,695 to 26,802 to reflect the Special Dividend. |
| (13) | A third of the award vested on the first anniversary of the date of grant, and an additional third will vest on each of the second and third anniversaries of the date of grant. |
| (14) | Option award previously granted by the Issuer on February 27, 2018. On January 9, 2019, pursuant to the terms specified in the award, the exercise price of this award was automatically adjusted from $110.57 to $106.01, and the number of shares underlying the award was automatically adjusted from 67,860 to 70,784 to reflect the Special Dividend. |
| (15) | A third of the award will vest on each of the first three anniversaries of the date of grant. |