Amended Statement of Ownership (sc 13g/a)
February 24 2015 - 9:05AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 17)
State Auto
Financial Corporation
(Name of Issuer)
Common Shares, without par value
(Title of Class of Securities)
855-707105
(CUSIP
Number)
February 20, 2015
(Date of Event Which Requires Filing of this Statement)
Check the
appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule
13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
Schedule 13G/A (Amendment No. 17)
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1 |
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Name of
reporting person State Automobile Mutual Insurance Company |
2 |
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Check the appropriate box if a member
of a group The reporting person disclaims membership in any group.
(a) ¨ (b) ¨ |
3 |
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SEC use only
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4 |
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Citizenship or place of
organization Ohio |
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5 |
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Sole voting power
25,677,422.1 Common Shares (as of February 20,
2015) |
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6 |
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Shared voting power
-0- Common Shares (as of February 20, 2015) |
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7 |
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Sole dispositive power
25,677,422.1 Common Shares (as of February 20,
2015) |
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8 |
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Shared dispositive power
-0- Common Shares (as of February 20, 2015) |
9 |
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Aggregate amount beneficially owned by each reporting person
25,677,422.1 Common Shares (as of February 20, 2015) |
10 |
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Check box if the aggregate amount in
Row (9) excludes certain shares ¨ |
11 |
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Percent of class represented by amount
in Row (9) 62.5% (as of February 20, 2015) |
12 |
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Type of reporting person
IC |
Items 1 Through 10
of
Schedule 13G/A (Amendment
No. 17)
for
State
Automobile Mutual Insurance Company
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(a) |
Name of Issuer: State Auto Financial Corporation (State Auto Financial) |
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(b) |
Address of Issuers Principal Executive Offices: 518 East Broad Street, Columbus, Ohio 43215 |
Item 2.
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(a) |
Name of Person Filing: State Automobile Mutual Insurance Company (State Auto Mutual) |
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(b) |
Address of Principal Business Office: |
518 East Broad Street, Columbus, Ohio 43215
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(c) |
Place of Organization: Ohio |
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(d) |
Title of Class of Securities: Common Shares, without par value (the STFC Shares) |
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(e) |
CUSIP Number: 855-707105 |
Item 4. |
The information contained in rows 5 through 9, inclusive, and row 11 of the cover page are incorporated herein by reference. |
Explanatory Note
As more fully described in the Schedule 13G/A (Amendment No. 13) filed by State Auto Mutual on May 13, 2013 (the Schedule
13G/A), on or about May 13, 2013, State Auto Mutual began making open market purchases of STFC Shares in amounts to maintain a greater than 60% ownership interest in the outstanding STFC Shares. In the Schedule 13G/A, State Auto
Mutual stated that it would purchase STFC Shares only during open trading windows as declared by State Auto Financial.
On
February 20, 2015, State Auto Mutual established a Rule 10b5-1 purchase plan to enable it to make open market purchases of STFC Shares on any trading day that the Nasdaq Stock Market (or any other stock exchange the STFC Shares are hereafter
traded) is open for business.
As stated in the Schedule 13G/A, State Auto Mutual does not intend to materially increase its
historical ownership interest in STFC Shares through any of these purchases. Purchases by State Auto Mutual may be terminated at any time.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and accurate.
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STATE AUTOMOBILE MUTUAL INSURANCE COMPANY |
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February 24, 2015 |
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By |
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/s/ James A. Yano |
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James A. Yano, Vice President and General Counsel |
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