| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 04/24/2018 | 3. Issuer Name and Ticker or Trading Symbol HANOVER INSURANCE GROUP, INC. [ THG ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. 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 Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 15,966.008(1) | D | |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Common Stock Option (right to buy) | (2) | 02/26/2023 | Common Stock | 2,117 | 42.49 | D | |
| Common Stock Option (right to buy) | (3) | 02/19/2024 | Common Stock | 5,000 | 57.99 | D | |
| Common Stock Option (right to buy) | (4) | 02/27/2025 | Common Stock | 5,000 | 70.24 | D | |
| Common Stock Option (right to buy) | (5) | 02/23/2026 | Common Stock | 4,550 | 82.74 | D | |
| Common Stock Option (right to buy) | (6) | 02/24/2027 | Common Stock | 4,290 | 91.19 | D | |
| Common Stock Option (right to buy) | (7) | 02/27/2028 | Common Stock | 3,480 | 110.57 | D | |
| Explanation of Responses: |
| 1. Includes 10,764 shares held by the Reporting Person and (i) 1,810 restricted stock units ("RSUs") that vest on 2/23/19; (ii) 1,855 RSUs that vest on 2/24/20; and (iii) 1,537.008 RSUs that vest on 2/27/21. In each case the Reporting Person must be continuously employed by the Issuer through the applicable vesting date for the RSUs to vest. Upon vesting, the RSUs convert into an equivalent number of shares of common stock. |
| 2. The option, originally for a total of 6,350 shares, vested 1/3 on each of 2/26/14, 2/26/15 and 2/26/16. |
| 3. The option vested 1/3 on each of 2/19/15, 2/19/16 and 2/19/17. |
| 4. The option vested 1/3 on each of 2/27/16, 2/27/17 and 2/27/18. |
| 5. The option vested 1/3 on each of 2/23/17 and 2/23/18, and the remaining 1/3 will vest on 2/23/19. |
| 6. The option vested 1/3 on 2/24/18, and will vest 1/3 on each of 2/24/19 and 2/24/20. |
| 7. The option will vest 1/3 on each of 2/27/19, 2/27/20 and 2/27/21. |
| Remarks: |
| /s/ Ann K. Tripp | 04/27/2018 | |
| ** 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 5 (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. | ||
