SEC FORM 4

SEC Form 4

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^*

Baker Robert Ellison

(Last)

(First)

(Middle)

518 EAST BROAD STREET

(Street)

COLUMBUS

43215

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
State Auto Financial CORP [ STFC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares without Par Value	03/01/2022		D⁽¹⁾⁽²⁾		2,800	D	⁽¹⁾⁽²⁾	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Unit	⁽³⁾	03/01/2022		D			1,953⁽³⁾⁽⁴⁾	⁽³⁾	⁽³⁾	Comnmon Stock	1,953	⁽³⁾	0	D
Restricted Stock Unit	⁽³⁾	03/01/2022		D			1,916⁽³⁾⁽⁴⁾	⁽³⁾	⁽³⁾	Comnmon Stock	1,916	⁽³⁾	0	D
Restricted Stock Unit	⁽³⁾	03/01/2022		D			2,469⁽³⁾⁽⁴⁾	⁽³⁾	⁽³⁾	Comnmon Stock	2,469	⁽³⁾	0	D
Restricted Stock Unit	⁽³⁾	03/01/2022		D			3,590⁽³⁾⁽⁴⁾	⁽³⁾	⁽³⁾	Comnmon Stock	3,590	⁽³⁾	0	D
Restricted Stock Unit	⁽³⁾	03/01/2022		D			3,724⁽³⁾⁽⁴⁾	⁽³⁾	⁽³⁾	Comnmon Stock	3,724	⁽³⁾	0	D
Restricted Stock Unit	⁽³⁾	03/01/2022		D			3,953⁽³⁾⁽⁴⁾	⁽³⁾	⁽³⁾	Comnmon Stock	3,953	⁽³⁾	0	D
Restricted Stock Unit	⁽³⁾	03/01/2022		D			4,871⁽³⁾⁽⁴⁾	⁽³⁾	⁽³⁾	Comnmon Stock	4,871	⁽³⁾	0	D
Restricted Stock Unit	⁽³⁾	03/01/2022		D			3,677⁽³⁾⁽⁴⁾	⁽³⁾	⁽³⁾	Comnmon Stock	3,677	⁽³⁾	0	D
Restricted Stock Unit	⁽³⁾	03/01/2022		D			3,644⁽³⁾⁽⁴⁾	⁽³⁾	⁽³⁾	Comnmon Stock	3,644	⁽³⁾	0	D
Restricted Stock Unit	⁽³⁾	03/01/2022		D			3,268⁽³⁾⁽⁴⁾	⁽³⁾	⁽³⁾	Comnmon Stock	3,268	⁽³⁾	0	D
Restricted Stock Unit	⁽³⁾	03/01/2022		D			3,597⁽³⁾⁽⁴⁾	⁽³⁾	⁽³⁾	Comnmon Stock	3,597	⁽³⁾	0	D
Restricted Stock Unit	⁽³⁾	03/01/2022		D			3,059⁽³⁾⁽⁴⁾	⁽³⁾	⁽³⁾	Comnmon Stock	3,059	⁽³⁾	0	D
Restricted Stock Unit	⁽³⁾	03/01/2022		D			2,819⁽³⁾⁽⁴⁾	⁽³⁾	⁽³⁾	Comnmon Stock	2,819	⁽³⁾	0	D
Restricted Stock Unit	⁽³⁾	03/01/2022		D			2,571⁽³⁾⁽⁴⁾	⁽³⁾	⁽³⁾	Comnmon Stock	2,571	⁽³⁾	0	D
Restricted Stock Unit	⁽³⁾	03/01/2022		D			4,144⁽³⁾⁽⁴⁾	⁽³⁾	⁽³⁾	Comnmon Stock	4,144	⁽³⁾	0	D

Explanation of Responses:

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. 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. 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. 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 Shares; 275.49 acquired on June 30, 2021; 95.948 acquired on September 30, 2021 and 95.331 acquired on December 31, 2021.

	/s/Robert E. Baker by Melissa A. Centers, attorney in fact pursuant to a POA filed with the Commission 5-9-16.	03/03/2022
	** Signature of Reporting Person	Date
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