Dennis Francis Kerrigan Form 4 HANOVER INSURANCE / Dennis Francis Kerrigan 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^*

Kerrigan Dennis Francis

(Last) (First) (Middle)

C/O THE HANOVER INSURANCE GROUP, INC.

440 LINCOLN STREET

(Street)

WORCESTER MA 01653

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
HANOVER INSURANCE GROUP, INC. [ THG ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Executive Vice President

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2023

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	02/27/2023		A(1)		1,470	A	$0	4,796.618	D
Common Stock	02/27/2023		A(2)		1,078	A	$0	5,874.618	D
Common Stock	02/27/2023		A(3)		1,072	A	$0	6,946.618	D
Common Stock	02/28/2023		F(4)		1,092	D	$139.48	5,854.986	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
Common Stock Option (right to buy)	$140.01	02/27/2023		A		4,755		(5)	02/27/2033	Common Stock	4,755	$0	4,755	D

Explanation of Responses:

1. On February 28, 2020, the Reporting Person was granted 1,054 (target) performance-based restricted stock units ("PBRSUs") pursuant to the Issuer's 2014 Long-Term Incentive Plan. These PBRSUs were subject to a performance-based vesting condition related to three-year average adjusted return on equity and a time-based vesting condition and also provided for the accumulation of dividend equivalent rights. On February 27, 2023, the performance condition for this award was certified at 130% of the target award (as adjusted for accumulated dividend equivalent rights) for the number of shares indicated. This award remained subject to the time-based vesting condition and vested on February 28, 2023.

2. On February 28, 2020, the Reporting Person was granted 1,155 (target) PBRSUs pursuant to the Issuer's 2014 Long-Term Incentive Plan. These PBRSUs were subject to a performance-based vesting condition related to three-year relative total shareholder return and a time-based vesting condition and also provided for the accumulation of dividend equivalent rights. On February 27, 2023, the performance condition for this award was certified at 86.96% of the target award (as adjusted for accumulated dividend equivalent rights) for the number of shares indicated. This award remained subject to the time-based vesting condition and vested on February 28, 2023.

3. Grant of restricted stock units under the Issuer's 2022 Long-Term Incentive Plan. Such units vest on the third anniversary of the date of grant.

4. Represents shares that were forfeited to pay withholding taxes upon the vesting of restricted stock units that were previously granted by the Issuer and vested on February 28, 2023. In connection with vesting, any fractional shares were rounded up to the next whole share in accordance with the terms of the award agreement

5. Such options vest as to one-third of the shares on each of the first three anniversaries of the grant date.

	/s/ Walter H. Stowell pursuant to Confirming Statement	03/01/2023
	** 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).
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