| 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*
(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. Date of Earliest Transaction (Month/Day/Year) 05/23/2019 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 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 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(1) | 05/23/2019 | D | 16,641 | D | $70(2) | 0 | 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Performance Units | (3) | 05/23/2019 | D | 7,500 | (4) | (4) | Common Stock | 7,500 | (4) | 0 | D | ||||
| Restricted Stock Units | (5) | 05/23/2019 | D | 1,250 | (6)(7) | (6)(7) | Common Stock | 1,250 | (6)(7) | 0 | D | ||||
| Explanation of Responses: |
| 1. On May 23, 2019, The Hartford Financial Services Group, Inc. ("The Hartford") acquired the Issuer pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of August 22, 2018, by and among the Issuer, The Hartford and Renato Acquisition Co., a wholly owned subsidiary of The Hartford (the "Merger"). |
| 2. Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each share of common stock of the Issuer, par value $0.10 per share ("Issuer Common Stock") issued and outstanding immediately prior to the Effective Time was converted into the right to receive $70.00 in cash, without interest (the "Merger Consideration"). |
| 3. Each performance unit represents the right to receive one share of Issuer Common Stock. |
| 4. The Merger Agreement provides that each performance unit award granted on or after January 1, 2017 and prior to January 1, 2019, that was granted under the Company Stock Plan (as defined in the Merger Agreement) and that was outstanding immediately prior to the Effective Time and is payable in shares of Issuer Common Stock (together, the "2020 Vesting Company Awards") was canceled and converted into the right to receive a cash payment equal to the product of (A) the Merger Consideration multiplied by (B) the target number of shares of Issuer Common Stock that were subject to the 2020 Vesting Company Awards immediately prior to the Effective Time; provided, that the right to a cash payment with respect to such award was subject to the same vesting and payment schedules as the 2020 Vesting Company Award it replaced (other than performance-based vesting conditions). |
| 5. Each restricted stock unit represents the right to receive one share of Issuer Common Stock. |
| 6. The Merger Agreement provides that each restricted stock unit award granted on or after January 1, 2019 that was outstanding immediately prior to the Effective Time and was payable in Issuer Common Stock (together, the "2019 New Company Awards"), was canceled and converted into the right to receive a number of restricted stock units issued pursuant to The Hartford 2014 Incentive Stock Plan (each, a "Hartford RSU") in respect of shares of common stock, par value $0.01 per share, of The Hartford ("Hartford Common Stock") equal to (A) the Merger Consideration multiplied by the number of restricted stock units in the applicable tranche, subject to the 2019 New Company Award immediately prior to the Effective Time, divided by (B) the closing price of a share of Hartford Common Stock on the New York Stock Exchange on the business day immediately prior to the closing of the Merger. |
| 7. Each Hartford RSU issued pursuant to Footnote 6 will be subject to the same vesting and payment schedules as the 2019 New Company Award it replaced (other than performance-based vesting conditions). |
| Remarks: |
| Deepa R. Nayini, attorney-in-fact | 05/23/2019 | |
| ** 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. | ||
