SEC Form 4: Seibel Donald returned $877,071 worth of Class A Common Stock to the company (14,378 units at $61.00) , decreasing direct ownership by 100% to 0 units
$FFG
Life Insurance
Finance
| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
FBL FINANCIAL GROUP INC [ FFG ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/25/2021 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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 | ||||||
| Class A Common Stock | 05/25/2021 | D(1) | 12,277 | D | $61 | 0 | D | |||
| Class A Common Stock | 05/25/2021 | D(1) | 2,101.21 | D | $61 | 0 | I | by Trust | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Deferred Stock Units | (2) | 05/25/2021 | D | 9,070.36 | (2) | (2) | Class A Common Stock | 9,070.36 | $61 | 0 | D | ||||
| Restricted Stock Units (Cash Settled) | (3) | 05/25/2021 | D | 1,941.6 | (3) | (3) | Class A Common Stock | 1,941.6 | $61 | 0 | D | ||||
| Restricted Stock Units (Cash Settled) | (4) | 05/25/2021 | D | 2,579 | (4) | 02/01/2026 | Class A Common Stock | 2,579 | (4) | 0 | D | ||||
| Restricted Stock Units (Cash Settled) | (4) | 05/25/2021 | D | 2,087 | (4) | 02/01/2025 | Class A Common Stock | 2,087 | (4) | 0 | D | ||||
| Restricted Stock Units (Cash Settled) | (4) | 05/25/2021 | D | 1,148 | (4) | 02/01/2024 | Class A Common Stock | 1,148 | (4) | 0 | D | ||||
| Restricted Stock Units (Cash Settled) | (4) | 05/25/2021 | D | 734 | (4) | 02/01/2023 | Class A Common Stock | 734 | (4) | 0 | D | ||||
| Restricted Stock Units (Cash Settled) | (4) | 05/25/2021 | D | 366 | (4) | 02/01/2022 | Class A Common Stock | 366 | (4) | 0 | D | ||||
| Explanation of Responses: |
| 1. In conjunction with the merger of FBL Financial Group, Inc. and 5400 Merger Sub, Inc. (the "Merger"), pursuant to an agreement and plan of merger dated January 11, 2021 and amended on May 2, 2021, the shares of FBL Financial Group, Inc. common stock were cancelled and automatically converted into the right to receive $61.00 per share, without interest. |
| 2. Each unit of deferred stock units represented the economic equivalent of one share of FBL Financial Group, Inc. Class A common stock. The deferred stock units were accrued under the FBL Financial Group, Inc. Executive Salary & Bonus Deferred Compensation Plan. In conjunction with the Merger, these deferred stock units were cancelled and exchanged for the right to receive an amount in cash equal to $61.00 per unit, with payment subject to deferral elections made by the reporting person under the Executive Salary & Bonus Deferred Compensation Plan. |
| 3. Each unit of cash settled RSUs represented the economic equivalent of one share of FBL Financial Group, Inc. Class A common stock. The cash settled RSUs were accrued under the FBL Financial Group, Inc. Executive Salary & Bonus Deferred Compensation Plan. In conjunction with the Merger, these RSUs were cancelled and exchanged for the right to receive an amount in cash equal to $61.00 per unit, with payment subject to deferral elections made by the reporting person under the Executive Salary & Bonus Deferred Compensation Plan. |
| 4. Each unit of cash settled RSUs represented the economic equivalent of one share of FBL Financial Group, Inc. Class A common stock. The cash settled RSUs were subject to vesting schedules of 20% of the units on each of the first five anniversaries of the grant date, ending on the expiration date. In conjunction with the Merger, these RSUs were cancelled and exchanged for the right to receive an amount in cash equal to $61.00 per unit, plus the aggregate sum of any cash dividend equivalents in respect of such units, with payment to be made in accordance with the vesting schedules applicable to the RSUs prior to the Merger, subject to the continued employment of the reporting person. |
| Remarks: |
| By: Mark Wickham per filed confirming stmt For: Donald Joseph Seibel | 05/26/2021 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||