Statement of Changes in Beneficial Ownership (4)
January 04 2021 - 5:16PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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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MARSHALECK JOHN |
2. Issuer Name and Ticker or Trading Symbol
National General Holdings Corp.
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NGHC
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O NGHC, 59 MAIDEN LANE, 38TH FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
1/4/2021 |
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(Street)
NEW YORK, NY 10038
(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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| Common Stock, $.01 par value | 1/4/2021 | | D | | 9500 | D(1) | $0 | 0 | D | |
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) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
| Restricted Stock Units | (2) | 1/4/2021 | | D (3) | | | 1500 | (4) | (4) | Common Stock, $.01 par value | 1500.0 | $0 (3) | 0 | D | |
| Explanation of Responses: |
| (1) | Disposed of pursuant to the Agreement and Plan of Merger, dated as of July 7, 2020, by and among National General Holdings Corp., The Allstate Corporation, and Bluebird Acquisition Corp. (the "Merger Agreement") in exchange for $32.00 per share in cash (the "Merger Consideration") plus a special dividend of $2.50 per share (the "Special Dividend," and together with the Merger Consideration, the "Total Consideration"). |
| (2) | When granted, each restricted stock unit represented a contingent right to receive one share of National General Holdings Corp.'s common stock. |
| (3) | Pursuant to the Merger Agreement, each outstanding restricted stock unit granted prior to July 7, 2020 was canceled in exchange for a cash payment equal to the Total Consideration of $34.50 multiplied by the number of shares of common stock underlying each such restricted stock unit, less any applicable withholding taxes. |
| (4) | On April 29, 2020, Mr. Marshaleck received restricted stock units subject to a one-year vesting schedule, vesting on the first anniversary of the grant date. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
MARSHALECK JOHN
C/O NGHC
59 MAIDEN LANE, 38TH FLOOR
NEW YORK, NY 10038 | X |
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Signatures
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| /s/ John Marshaleck | | 1/4/2021 |
| **Signature of Reporting Person | Date |
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