Safeco Corp - Statement of Changes in Beneficial Ownership (4)
25 September 2008 - 10:27AM
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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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
RUNSTAD JUDITH M
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2. Issuer Name
and
Ticker or Trading Symbol
SAFECO CORP
[
SAF
]
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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)
1111 THIRD AVENUE, SUITE 3400
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3. Date of Earliest Transaction
(MM/DD/YYYY)
9/22/2008
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(Street)
SEATTLE, WA 98101-3264
(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
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9/22/2008
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U
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4000
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D
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$68.25
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5000
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D
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Common Stock
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9/22/2008
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U
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5000
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D
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$68.25
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0
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I
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By spouse
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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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Stock Option (right to buy)
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$40.62
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9/22/2008
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D
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2000
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5/3/2000
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9/22/2008
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Common Stock
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2000
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(1)
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0
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D
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Stock Option (right to buy)
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$20.00
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9/22/2008
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D
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2000
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5/2/2001
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9/22/2008
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Common Stock
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2000
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(1)
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0
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D
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Stock Option (right to buy)
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$27.29
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9/22/2008
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D
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2000
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5/1/2002
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9/22/2008
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Common Stock
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2000
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(1)
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0
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D
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Stock Option (right to buy)
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$33.32
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9/22/2008
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D
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2000
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5/7/2003
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9/22/2008
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Common Stock
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2000
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(1)
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0
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D
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Restricted Stock Rights
(2)
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(3)
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9/22/2008
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D
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2500
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5/5/2004
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9/22/2008
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Common Stock
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2500
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(4)
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0
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D
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Restricted Stock Rights
(2)
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(3)
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9/22/2008
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D
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2500
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5/4/2005
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9/22/2008
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Common Stock
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2500
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(4)
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0
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D
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Restricted Stock Rights
(2)
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(3)
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9/22/2008
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D
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2500
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5/4/2006
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9/22/2008
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Common Stock
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2500
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(4)
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0
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D
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Restricted Stock Rights
(2)
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(3)
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9/22/2008
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D
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2500
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5/3/2007
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9/22/2008
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Common Stock
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2500
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(4)
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0
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D
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Restricted Stock Rights
(2)
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(3)
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9/22/2008
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D
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1825
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5/7/2008
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9/22/2008
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Common Stock
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1825
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(4)
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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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Pursuant to a merger agreement between Safeco Corporation and Liberty Mutual and upon the effective date of the merger, each outstanding stock option to purchase shares was canceled and converted into the right to receive a cash payment in an amount equal to $68.25 per share, minus the exercise price per share of the option and any applicable tax withholdings.
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(
2)
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Grant of Restricted Stock Rights (RSRs) exempt under 16b-3. RSRs represent the right to receive shares equal to the value thereof, provided the Reporting Person remains in Safeco Corporation's service until a specified vesting date.
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(
3)
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RSRs are convertible into common stock on a 1 for 1 basis.
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(
4)
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Pursuant to the merger agreement and upon the effective date of the merger referenced above, the Reporting Person received $68.25 per share for the number of RSRs held, minus any applicable tax withholding.
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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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RUNSTAD JUDITH M
1111 THIRD AVENUE
SUITE 3400
SEATTLE, WA 98101-3264
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X
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Signatures
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Karri J. Harrington, Attorney-in-Fact for Judith M. Runstad
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9/24/2008
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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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