HANOVER INSURANCE GROUP, INC. — Director's Dealing 2021

Mar 2, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HANOVER INSURANCE GROUP, INC. (THG)
CIK: 0000944695
Period of Report: 2021-02-26

Reporting Person: Roche John C (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-26	Common Stock	A	15288	—	Acquired	59161.435	Direct
2021-02-26	Common Stock	A	7586	—	Acquired	66747.435	Direct
2021-03-01	Common Stock	F	5523	$119.67	Disposed	61224.435	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-02-26	Common Stock Option (right to buy)	$115.35	A	41747	Acquired	2031-02-26	Common Stock (41747)	Direct

Footnotes

F1: On February 27, 2018, the Reporting Person was granted 9,000 (target) performance-based restricted stock units ("PBRSUs") pursuant to the Issuer's 2014 Long-Term Incentive Plan. The PBRSUs were subject to both performance-based and time-based vesting conditions and provided for the accumulation of dividend equivalent rights. On February 26, 2021, the performance condition for this award was certified at 150% of the target award (as adjusted for accumulated dividend equivalent rights), and on February 27, 2021 the time-based vesting condition was satisfied, vesting the award for the number of shares indicated.

F2: Grant of restricted stock units under the Issuer's 2014 Long-Term Incentive Plan. Such units vest on the third anniversary of the date of grant.

F3: Represents shares that were forfeited to pay withholding taxes upon the vesting of the PBRSUs described in Footnote 1.

F4: Does not include 7,652 shares held indirectly by the Reporting Person's spouse.

F5: Such options vest as to one-third of the shares on each of the first three anniversaries of the grant date.