The Hanover Insurance Group, Inc. (THG) Form 4 HANOVER INSURANCE / Mark Leo Berthiaume 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^*

Berthiaume Mark Leo

(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)
02/24/2017

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	02/27/2017		S		1,418	D	$90.294	4,925	D
Common Stock	02/27/2017		M		9,333	A	$70.24	14,258	D
Common Stock	02/27/2017		S		9,333	D	$90.3757(1)	4,925	D
Common Stock	02/27/2017		M		4,420	A	$82.74	9,345	D
Common Stock	02/27/2017		S		4,420	D	$90.2765(2)	4,925	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)	$91.19	02/24/2017		A		16,185		(3)	02/24/2027	Common Stock	16,185	$0	16,185	D
Common Stock Option (right to buy)	$70.24	02/27/2017		M			9,333	(4)	02/27/2025	Common Stock	9,333	$0	4,667	D
Common Stock Option (right to buy)	$82.74	02/27/2017		M			4,420	(5)	02/23/2026	Common Stock	4,420	$0	8,840	D

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple prices ranging from $90.369 to $90.42, inclusive. The Reporting Person undertakes to provide The Hanover Insurance Group, Inc. ("THG"), any security holder of THG, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple prices ranging from $90.25 to $90.37, inclusive. The Reporting Person undertakes to provide THG, any security holder of THG, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

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

4. The option, representing the right to purchase a total of 14,000 shares, vested 1/3 on each of 2/27/16 and 2/27/17, and the remaining 1/3 will vest on 2/27/18.

5. The option, representing the right to purchase a total of 13,260 shares, vested 1/3 on 2/23/17, and 1/3 will vest on each of 2/23/18 and 2/23/19.

Remarks:

	/s/ Matthew R. Frascella pursuant to Confirming Statement	02/28/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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