AmTrust Financial Services (AFSIP) Form 4 Amtrust Financial Services / Michael J Saxon ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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).

1. Name and Address of Reporting Person^*

Saxon Michael J

(Last) (First) (Middle)

C/O AMTRUST FINANCIAL SERVICES, INC.

59 MAIDEN LANE, 43RD FLOOR

(Street)

NEW YORK NY 10038

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Amtrust Financial Services, Inc. [ AFSI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP - U.S. Commercial Lines

3. Date of Earliest Transaction (Month/Day/Year)
11/29/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. 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 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
Common Stock	11/29/2018		D		552,953	D(1)	$14.75	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(2)	11/29/2018		D(3)			6,496	(4)	(4)	Common Stock	6,496	(3)	0	D
Restricted Stock Units	(2)	11/29/2018		D(3)			13,602	(5)	(5)	Common Stock	13,602	(3)	0	D
Restricted Stock Units	(2)	11/29/2018		D(3)			8,672	(6)	(6)	Common Stock	8,672	(3)	0	D
Restricted Stock Units	(2)	11/29/2018		D(3)			28,113	(7)	(7)	Common Stock	28,113	(3)	0	D

Explanation of Responses:

1. Disposed of pursuant to the Agreement and Plan of Merger, dated as of March 1, 2018 and amended as of June 6, 2018, by and among AmTrust Financial Services, Inc., Evergreen Parent, L.P. and Evergreen Merger Sub, Inc. (the "Merger Agreement") in exchange for $14.75 per share in cash, without interest, less any applicable withholding taxes (the "Merger Consideration").

2. When granted, each restricted stock unit represented a contingent right to receive one share of AmTrust Financial Services, Inc.'s common stock.

3. Pursuant to the Merger Agreement, each outstanding restricted stock unit was canceled and converted into a right to receive on the vesting date originally applicable to such restricted stock unit, subject to the terms applicable to such restricted stock unit, a cash payment, without interest, equal to the Merger Consideration, multiplied by the number of restricted stock units vesting on that vesting date.

4. On March 5, 2015, Mr. Saxon received restricted stock units subject to a four-year vesting schedule, vesting 25% on each of the first, second, third and fourth anniversaries of the grant date.

5. On March 5, 2016, Mr. Saxon received restricted stock units subject to a four-year vesting schedule, vesting 25% on the first, second, third and fourth anniversaries of the grant date.

6. On April 5, 2017, Mr. Saxon received restricted stock units subject to a four-year vesting schedule, vesting one-fourth on each March 5th of the first, second, third and fourth years following the grant date.

7. On March 27, 2018, Mr. Saxon received restricted stock units subject to a four-year vesting schedule, vesting one-fourth on each March 5th of the first, second, third and fourth years following the grant date.

Remarks:

	/s/ Michael J. Saxon	11/30/2018
	** 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).
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