State Auto Financial (STFC) director Hubbard returned to the company 152 shares

Insider transactions reported

Kym Marie Hubbard (director at State Auto Financial Corporation, STFC) reported that they returned to the company 152 shares on Mar 1, 2022. After these transactions the filing shows 0 shares held directly.

Reporting person

Hubbard Kym Marie

Options and other derivatives

Holdings before and after

• Common Shares without Par Value: 152 to 0 direct
• Restricted Stock Unit: 2,077 to 0 direct

Footnotes from the filing

1. 1. This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger and Combination (the Merger Agreement ), dated as of July 12, 2021, by and among State Auto Financial Corporation, an Ohio corporation ( STFC ), State Automobile Mutual Insurance Company, an Ohio mutual insurance company ( SAM ), Liberty Mutual Holding Company, Inc., a Massachusetts mutual holding company ( LMHC ), Pymatuning, Inc., an Ohio corporation and wholly-owned indirect subsidiary of LMHC ( Merger Sub I ), and Andover, Inc., an Ohio corporation and wholly-owned direct subsidiary of LMHC, a copy of which was filed as Exhibit 2.1 to STFC's Form 8-K filed with the Securities and Exchange Commission on July 12, 2021.
2. 2. Pursuant to the Merger Agreement, on March 1, 2022, LMHC effected the acquisition of STFC through the merger of Merger Sub I with and into STFC (the Merger ) with STFC surviving the Merger as the surviving corporation and as an indirect wholly-owned subsidiary of LMHC. At the effective time of the Merger (the Effective Time ), each issued and outstanding share of common stock of STFC (each, a Share ) (other than the SAM Owned Shares, the Cancelled Shares and the Dissenting Shares, as such terms are defined in the Merger Agreement) was cancelled and converted into the right to receive $52.00 in cash (the Merger Consideration ) without interest and subject to applicable withholding taxes.
3. 3. Pursuant to the Merger Agreement, effective upon the Effective Time, each STFC restricted stock unit (each, a STFC RSU ) that was outstanding immediately prior to the Effective Time, whether vested or unvested, became fully vested, in the case of a time-based vesting STFC RSU, or became vested at the target level of performance, in the case of a performance based vesting STFC RSU, and was automatically converted, to the extent vested after giving effect to this clause, into the right to receive a lump-sum amount in cash, without interest, equal to the product of (A) the Merger Consideration and (B) the number of Shares subject to such STFC RSU.
4. 4. Includes STFC RSUs previously granted under the STFC Outside Directors Restricted Share Unit Plan and STFC RSUs credited with dividends, equivalent in value to those declared and paid on one Share; 102.173 acquired on June 30, 2021, 35.586 acquired on September 30, 2021 and 35.358 acquired on December 31, 2021.

Transaction codes in this filing

Sale back to the company:

Code D marks a disposition back to the company under an exempt plan, as opposed to a sale in the market.

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