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Form 4 Amtrust Financial Servic For: Nov 29 Filed by: Zyskind Barry D

November 30, 2018 9:29 AM EST
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: December 31, 2014
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 *
Zyskind Barry D
(Last) (First) (Middle)
C/O AMTRUST FINANCIAL SERVICES, INC.
59 MAIDEN LANE, 43RD FLOOR
(Street)
NEW YORK NY 10038
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Amtrust Financial Services, Inc. [ AFSI ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Chairman, President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
11/29/2018
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)
Code V Amount (A) or (D) Price
Common Stock 11/29/2018   D   13,883,938 D (1) (1) 0 D  
Common Stock 11/29/2018   D   783,234 D (1) (1) 0 I By trust
Common Stock 11/29/2018   D   259,276 D (1) (1) 0 I By reporting person as UTMA custodian for children
Common Stock 11/29/2018   D   2,945,113 D (1) (1) 0 I By Spouse
Common Stock 11/29/2018   D   12,020,000 D (1) (1) 0 I By charitable organization (2)
Common Stock 11/29/2018   D   2,413,546 D (1) (1) 0 I By charitable foundation (3)
Common Stock 11/29/2018   D   15,504,562 D (1) (1) 0 I By Family Trust
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (4) 11/29/2018   D (5)     58,298   (6)   (6) Common Stock 58,298.00 (5) 0 D  
Restricted Stock Units (4) 11/29/2018   D (5)     39,157   (7)   (7) Common Stock 39,157.00 (5) 0 D  
Explanation of Responses:
1. Pursuant to the Rollover Agreement dated as of March 1, 2018, among the reporting person and Evergreen Parent, L.P. ("Parent"), the reporting person agreed to contribute these shares to Parent (the "Rollover") in exchange for common limited partnership interests in Parent, effective as of the effective time of the merger contemplated by the Agreement and Plan of Merger dated as of March 1, 2018 and as amended June 6, 2018, by and among AmTrust Financial Services, Inc., Parent and Evergreen Merger Sub, Inc. (the "Merger Agreement"). For purposes of the Rollover, the reporting person's shares were valued at $13.50 per share.
2. Shares held by Gevurah, a religious organization for which the reporting person is a trustee and officer and over which he shares voting power and control with two other trustees.
3. Shares held by Teferes Foundation, a charitable foundation controlled by the reporting person.
4. When granted, each restricted stock unit represented a contingent right to receive one share of AmTrust Financial Services, Inc.'s common stock.
5. Pursuant to the Rollover Agreement dated as of November 29, 2018, among the reporting person and Parent, effective as of the effective time of the merger contemplated by the Merger Agreement, pursuant to which AmTrust Financial Services, Inc. is the Surviving Corporation, these RSUs were converted into the right to receive a number of shares of non-voting common stock of the Surviving Corporation equal to the number of shares of AmTrust Financial Services, Inc. common stock underlying the RSU, upon the vesting dates and subject to the vesting conditions originally applicable to the RSUs. Upon vesting and conversion to non-voting common stock of the Surviving Corporation, the non-voting common stock is immediately convertible into limited partnership interests in Parent.
6. On March 5, 2016, Mr. Zyskind received restricted stock units with a four-year vesting schedule, vesting 25% on the first, second, third and fourth anniversaries of the grant date.
7. On March 27, 2018, Mr. Zyskind received restricted stock units with a four-year vesting schedule, vesting 25% annually on the first, second, third and fourth March 5th following the grant date.
/s/ Barry Zyskind 11/29/2018
** 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.

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