| FORM 5 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Form 3 Holdings Reported. | |||||||||||||||||
| Form 4 Transactions Reported. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol NAVIGATORS GROUP INC [ NAVG ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year) 12/31/2018 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) 01/28/2019 | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | |||||||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||||||
| Amount | (A) or (D) | Price | |||||||||||||
| Common Stock, par value $0.10 per share | 03/19/2018 | G | 72,826(1) | A | $0.00 | 2,725,364(2) | D | ||||||||
| Common Stock, par value $0.10 per share | 03/19/2018 | G | 323,924(3) | D | $0.00 | 2,725,364(2) | I | See Footnote(4) | |||||||
| Common Stock, par value $0.10 per share | 02/01/2018 | G | 882,612(5) | D | $0.00 | 2,725,364(2) | I | See Footnote(4) | |||||||
| Common Stock, par value $0.10 per share | 09/24/2018 | G | 142,587(6) | A | $0.00 | 2,725,364(2) | I | See Footnote(4) | |||||||
| Common Stock, par value $0.10 per share | 12/31/2018 | G | 144,993(7) | A | $0.00 | 2,725,364(2) | D | ||||||||
| Common Stock, par value $0.10 per share | 12/31/2018 | G | 262,789(8) | A | $0.00 | 2,725,364(2) | D | ||||||||
| Common Stock, par value $0.10 per share | 12/31/2018 | G | 195,466(9) | A | $0.00 | 2,725,364(2)(4) | D | ||||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | ||||||||||||||
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| 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 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: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
| Explanation of Responses: |
| 1. Represents distribution in kind to the Reporting Person by the Terence N. Deeks 2015 Qualified Three Year Annuity Trust (the "2015 Trust"). |
| 2. This Form 5 is amended to correct the amount reported in Column 5 to accurately reflect the Reporting Person's total amount of securities beneficially owned at the end of the Issuer's fiscal year. This amount was previously reported incorrectly due to a mathematical error. |
| 3. Represents distribution in kind by the 2015 Trust to trusts for the benefit of Reporting Person's children or grandchildren. |
| 4. Includes 1,667,051 shares held by the Terence N. Deeks 2016 Qualified Three Year Annuity Trust (the "2016 Trust"), the Terence N. Deeks 2017 Qualified Three Year Annuity Trust (the "2017 Trust") and the Terence N. Deeks 2018 Qualified Three Year Annuity Trust (the "2018 Trust", and together with the 2016 Trust and the 2017 Trust, collectively, the "Trusts") as of December 31, 2018, of which the Reporting Person is the settler, 56,400 shares owned jointly with the Reporting Person's wife, 745,809 shares held directly and 256,104 shares held by the Deeks Family Foundation (the "Foundation"). The Reporting Person disclaims beneficial ownership of the shares held by the Trusts and the Foundation except to the extent of any pecuniary interest he may be deemed to hold therein. |
| 5. Represents gift by the Reporting Person to the 2018 Trust. |
| 6. Represents gift by the Reporting Person to the Deeks Family Foundation. |
| 7. Represents distribution in kind to the Reporting Person by the 2016 Trust. |
| 8. Represents distribution in kind to the Reporting Person by the 2017 Trust. |
| 9. Represents distribution in kind to the Reporting Person by the 2018 Trust. |
| Remarks: |
| /s/ Deepa R. Nayini, attorney-in-fact | 02/06/2019 | |
| ** 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 Number. | ||
