Statement of Changes in Beneficial Ownership (4)
September 23 2019 - 10:06AM
Edgar (US Regulatory)
FORM 4
[X]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB Number:
3235-0287
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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
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Lovell Michael Alan |
2. Issuer Name and Ticker or Trading Symbol
EMC INSURANCE GROUP INC
[
EMCI
]
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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
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(Last)
(First)
(Middle)
EMPLOYERS MUTUAL CASUALTY COMPANY, 717 MULBERRY STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
9/19/2019
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(Street)
DES MOINES, IA 50309
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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EMCI Common Stock
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9/19/2019
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D(1)
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7764.50
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D
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$36
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1125
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D
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EMCI Common Stock
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9/19/2019
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D(2)
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1125
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D
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$36
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0
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D
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code (Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)
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8. Price of Derivative Security (Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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NQO Right To Buy
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$13.7833
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9/19/2019
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D
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112
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3/1/2011
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3/1/2020
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Common Stock
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112.0 (3)
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$0
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0
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D
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NQO Right To Buy
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$16.27
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9/19/2019
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D
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9000
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3/1/2012
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3/1/2021
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Common Stock
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9000.0 (4)
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$0
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0
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D
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NQO Right To Buy
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$13.9866
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9/19/2019
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D
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4050
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3/1/2013
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3/1/2022
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Common Stock
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4050.0 (5)
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$0
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0
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D
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Restricted Stock Units
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$0.0
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9/19/2019
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D
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2250
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3/1/2018
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3/1/2021
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Common Stock
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2250.0 (6)
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$0
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0
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D
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Restricted Stock Units
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$0.0
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9/19/2019
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D
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3375
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3/1/2019
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3/1/2022
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Common Stock
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3375.0 (7)
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$0
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0
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D
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Restricted Stock Units
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$0.0
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9/19/2019
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D
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4500
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3/1/2020
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3/1/2023
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Common Stock
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4500.0 (8)
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$36
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0
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D
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Explanation of Responses:
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(1)
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In connection with the merger of EMC Insurance Group Inc. and a subsidiary of Employers Mutual Casualty Company, pursuant to an agreement and plan of merger dated May 8, 2019 (the "Merger Agreement"), all shares of EMC Insurance Group Inc. common stock were cancelled and automatically converted into the right to receive $36.00 per share, without interest.
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(2)
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This restricted stock award which provided for vesting in four equal annual installments beginning March 1, 2017, was cancelled and converted into the right to receive the cash payment from Employers Mutual Casualty Company as specified in the Merger Agreement, if and when the applicable vesting conditions in the original award are met (the product of the merger consideration of $36.00 per share multiplied by the total number of shares of common stock underlying each RSA).
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(3)
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This option which provided for vesting in five equal annual installments beginning March 1, 2011, was cancelled and converted into the right to receive the cash payment from Employers Mutual Casualty Company as specified in the Merger Agreement (the difference between the exercise price of the option and the merger consideration of $36.00 per share).
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(4)
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This option which provided for vesting in five equal annual installments beginning March 1, 2012, was cancelled and converted into the right to receive the cash payment from Employers Mutual Casualty Company as specified in the Merger Agreement (the difference between the exercise price of the option and the merger consideration of $36.00 per share).
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(5)
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This option which provided for vesting in five equal annual installments beginning March 1, 2013, was cancelled and converted into the right to receive the cash payment from Employers Mutual Casualty Company as specified in the Merger Agreement (the difference between the exercise price of the option and the merger consideration of $36.00 per share).
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(6)
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This restricted stock unit award which provided for vesting in four equal annual installments beginning March 1, 2018, was cancelled and converted into the right to receive from Employers Mutual Casualty Company the cash payment specified in the Merger Agreement if and when the applicable vesting conditions in the original award are met (the product of the merger consideration of $36.00 per share multiplied by the total number of shares of common stock underlying each RSU).
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(7)
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This restricted stock unit award which provided for vesting in four equal annual installments beginning March 1, 2019, was cancelled and converted into the right to receive from Employers Mutual Casualty Company the cash payment specified in the Merger Agreement if and when the applicable vesting conditions in the original award are met (the product of the merger consideration of $36.00 per share multiplied by the total number of shares of common stock underlying each RSU).
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(8)
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This restricted stock unit award which provided for vesting in four equal annual installments beginning March 1, 2020, was cancelled and converted into the right to receive from Employers Mutual Casualty Company the cash payment specified in the Merger Agreement if and when the applicable vesting conditions in the original award are met (the product of the merger consideration of $36.00 per share multiplied by the total number of shares of common stock underlying each RSU).
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Lovell Michael Alan EMPLOYERS MUTUAL CASUALTY COMPANY 717 MULBERRY STREET DES MOINES, IA 50309
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Executive Vice President
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Signatures
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Mick A. Lovell
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9/23/2019
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**Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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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 control number.
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