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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Delphi Financial Grp., Inc. | NYSE:DFG | NYSE | Ordinary Share |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 45.53 | 0.00 | 01:00:00 |
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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OMB APPROVAL
OMB Number: 3235-0287 Estimated average burden hours per response... 0.5 |
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Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person
*
Wilhelm Mark Andrew |
2. Issuer Name
and
Ticker or Trading Symbol
DELPHI FINANCIAL GROUP INC/DE [ DFG ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner _____ Officer (give title below) __ X __ Other (specify below) CEO of Safety National |
C/O SAFETY NATIONAL CASUALTY CORPORATION, 1832 SCHUETZ ROAD |
3. Date of Earliest Transaction
(MM/DD/YYYY)
|
|
ST. LOUIS, MO 63146 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
6. Individual or Joint/Group Filing
(Check Applicable Line)
_ X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person |
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
||||||||||
1.Title of Security
(Instr. 3) |
2. Trans. Date | 2A. Deemed Execution Date, if any |
3. Trans. Code
(Instr. 8) |
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) |
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) |
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Class A Common Stock | 5/15/2012 | D | 113340 | D | $43.875 (1) | 0 | I | By trusts | ||
Class A Common Stock | 5/15/2012 | D | 301972 | D | $43.875 (1) | 0 | D |
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Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) |
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1. Title of Derivate Security
(Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any |
4. Trans. 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 |
7. Title and Amount of Securities Underlying Derivative Security
(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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Option (right to buy) | $29.14 | 5/15/2012 | D | 135000 | 3/9/2011 | 2/15/2018 | Class A Common Stock | 135000 | (2) | 0 | D |
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|||
Stock Option (right to buy) | $29.14 | 5/15/2012 | D | 90000 | 3/13/2012 | 2/15/2018 | Class A Common Stock | 90000 | (3) | 0 | D |
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Explanation of Responses: | |
( 1) | Disposed of pursuant to the Agreement and Plan of Merger dated as of December 21, 2011 by and among the issuer, Tokio Marine Holdings, Inc. ("Tokio Marine") and TM Investment (Delaware) Inc. (the "Merger Agreement"), pursuant to which each of the shares was converted into the right to receive $43.875 in cash. In addition, pursuant to the terms of the Merger Agreement, a special cash dividend of $1.00 per share was paid in respect of such shares on May 16, 2012. |
( 2) | Pursuant to the terms of the Merger Agreement, such option was cancelled in exchange for the right to receive a cash payment equal to the amount by which $44.875 exceeded the exercise price per share of such option, multiplied by the number of shares of Class A Common Stock underlying such option. |
( 3) | Pursuant to the Merger Agreement, the performance-based vesting conditions applicable to this option were deemed satisfied and such option was converted into the right to receive $44.875 in cash, which will vest and be paid on December 31, 2012, subject to the reporting person's continued provision of services to Tokio Marine and its affiliates through such date, subject, in the event of certain terminations of employment occurring prior to such date, to accelerated vesting and payment. |
Reporting Owners
|
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Reporting Owner Name / Address |
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||||
Director | 10% Owner | Officer | Other | ||
Wilhelm Mark Andrew
C/O SAFETY NATIONAL CASUALTY CORPORATION 1832 SCHUETZ ROAD ST. LOUIS, MO 63146 |
|
|
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CEO of Safety National |
Signatures
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||
Chad W. Coulter, Attorney-in-Fact for Mark Wilhelm | 5/17/2012 | |
** Signature of Reporting Person |
Date
|
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |
* | 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). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
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. |
1 Year Delphi A Chart |
1 Month Delphi A Chart |
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