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Bancroft Peter J – ‘4’ for 10/9/19 re: Connecticut Water Service Inc./CT

On:  Friday, 10/11/19, at 4:03pm ET   ·   For:  10/9/19   ·   Accession #:  1209191-19-53028   ·   File #:  0-08084

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

10/11/19  Bancroft Peter J                  4                      1:9K   Connecticut Water Service Inc./CT DONNELLEY FIN… File16/FA

Statement of Changes in Beneficial Ownership of Securities by an Insider   —   Form 4   —   SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 4           Form 4 Submission -- doc4.xml/3.6                   HTML      3K 




        

This ‘4’ Document is an XML Data File that may be rendered in various formats:

  Form 4    –   Plain Text   –  SEC Website  –  EDGAR System  –    XML Data    –  <?xml?> File
 

 
SEC Info rendering:  Form 4 Submission
 
FORM 4UNITED 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
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
  
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*
BANCROFT PETER J

(Last)(First)(Middle)
CONNECTICUT WATER COMPANY
93 WEST MAIN STREET

(Street)
CLINTONCT06413

(City)(State)(Zip)
2. Issuer Name and Ticker or Trading Symbol
CONNECTICUT WATER SERVICE INC / CT [ CTWS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
XOfficer (give title below) Other (specify below)
Dir.,Rates & Forecasting
3. Date of Earliest Transaction (Month/Day/Year)
10/9/19
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock 10/9/19D 2,512 (1)D$700D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Performance Share Units (2) 10/9/19D 6,212 (2) (2)Common Stock6,212 (2)$0.000D
Restricted Stock Units (3) 10/9/19D 512 (3) (3)Common Stock512 (3)$0.000D
Explanation of Responses:
(1)  See explanation in remarks below
(2)  All outstanding Company Performance Share Units ("PSUs") granted prior to March 14, 2018 (which are no longer subject to performance-based vesting) were assumed by SJW and converted into a time-based vesting SJW restricted share unit award based on the Equity Award Ratio (as defined in the Merger Agreement) covering a number of shares of common stock of SJW based on the number of shares of Company common stock that was subject to each applicable PSU award immediately prior to the closing of the Merger. All outstanding PSUs granted on or after March 14, 2018 were assumed by SJW and converted into a time-based vesting award covering a number of shares of common stock of SJW based on the target number of PSUs (determined in a manner consistent with the Compa,ny's past practice) that was subject to each applicable PSU award immediately prior to the closing of the Merger multiplied by the Equity Award Ratio (as defined in the Merger Agreement).
(3)  SJW assumed all outstanding Company Restricted Share Units that were subject to service-based vesting ("RSUs") and such RSUs were converted into SJW restricted share units based on the Equity Award Ratio (as defined in the Merger Agreement).
Remarks:
(1) On October 9, 2019, pursuant to the Second Amended and Restated Agreement and Plan of Merger (the "Merger Agreement"), dated as of August 5, 2018, by and among Connecticut Water Service, Inc., a Connecticut corporation (the "Company"), SJW Group, a Delaware corporation ("SJW"), and Hydro Sub, Inc., a Connecticut corporation and a wholly owned subsidiary of SJW ("Merger Sub"), SJW completed the previously announced acquisition of the Company through the merger of Merger Sub with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly owned subsidiary of SJW. The Merger became effective upon the filing of the certificate of merger with the Secretary of the State of the State of Connecticut on October 9, 2019 (the "Effective Time"). Pursuant to the Merger Agreement, at the Effective Time, each issued and outstanding share of common stock, without par value, of the Company (the "Common Stock"), except for certain excluded shares, was canceled and converted into the right to receive an amount in cash equal to $70.00 per share of Common Stock, payable without interest.
/s/ Peter J. Bancroft 10/11/19
** Signature of Reporting PersonDate
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.
____________
Transaction Code:
    D    Disposition to the Issuer of Issuer equity securities pursuant to Rule 16b-3(e).

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Filing Submission 0001209191-19-053028   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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