Form 4: ICC Holdings President and CEO Disposes of Shares and RSUs Following Merger
SEC Form 4
Arron K. Sutherland, President and CEO of ICC Holdings, disposed of common stock and restricted stock units (RSUs) as a result of the merger with Mutual Capital Holdings, Inc.
Summary
- Arron K. Sutherland, President and CEO of ICC Holdings, Inc., filed a Form 4 on March 17, 2025, reporting changes in beneficial ownership.
- The filing reflects the disposal of common stock and restricted stock units (RSUs) due to the merger between ICC Holdings, Inc. and Mutual Capital Holdings, Inc., which became effective on March 13, 2025.
- Sutherland disposed of 19,445 shares of common stock, 52,773 shares held in a 401(k), 7,256 shares held by ESOP, 150 shares held by a minor child and 3,400 shares held in a Spouse's IRA at a price of $23.50 per share.
- Additionally, 1,667, 4,934 and 7,400 restricted stock units were cancelled.
- The merger consideration was $23.50 in cash for each share of ICC Holdings common stock.
Sentiment
Score: 5
Explanation: Neutral sentiment as the document simply reports the execution of a previously announced merger agreement.
Future Outlook
The document does not contain any specific forward-looking statements beyond the completion of the merger.
Industry Context
This filing is a standard regulatory requirement following a merger, reflecting the changes in ownership by company insiders.
Stakeholder Impact
- Shareholders received $23.50 per share as a result of the merger.
- ICC Holdings became a wholly-owned subsidiary of Mutual Capital Holdings, Inc.
Key Dates
| Date | Description |
|---|---|
| June 8, 2024 | Date of the Agreement and Plan of Merger between ICC Holdings, Mutual Capital Holdings, and Mutual Capital Merger Sub, Inc. |
| January 31, 2025 | Company's Current Report on Form 8-K filed with the Securities and Exchange Commission |
| March 13, 2025 | Effective date of the merger, when ICC Holdings became a wholly-owned subsidiary of Parent. |
| March 13, 2025 | Date of transaction for disposal of common stock and restricted stock units. |
| March 17, 2025 | Date of Form 4 filing. |
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