Sec Form 4 Filing - FARBER JEFFREY M @ HANOVER INSURANCE GROUP, INC. - 2019-01-23

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person FARBER JEFFREY M 2. Issuer Name and Ticker or Trading Symbol HANOVER INSURANCE GROUP, INC. [ THG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Executive Vice President (Last) (First) (Middle) C/O THE HANOVER INSURANCE GROUP, INC., 440 LINCOLN STREET 3. Date of Earliest Transaction (MM/DD/YY) 01/23/2019 (Street) WORCESTER, MA01653 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 01/23/2019 A( 1 ) 9,403 A $ 0 11,903 D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Common Stock Option (right to buy) $ 71.79 ( 2 ) ( 3 ) 10/03/2026 Common Stock 49,547 ( 2 ) 49,547 ( 2 ) D Common Stock Option (right to buy) $ 87.43 ( 4 ) ( 5 ) 02/24/2027 Common Stock 53,589 ( 4 ) 53,589 ( 4 ) D Common Stock Option (right to buy) $ 106.01 ( 6 ) ( 7 ) 02/27/2028 Common Stock 46,657 ( 6 ) 46,657 ( 6 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other FARBER JEFFREY M C/O THE HANOVER INSURANCE GROUP, INC. 440 LINCOLN STREET WORCESTER, MA01653 Executive Vice President Signatures /s/ Matthew R. Frascella pursuant to Confirming Statement 01/24/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On October 3, 2016, the Reporting Person was granted 6,010 (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. On December 30, 2018, the Issuer announced the issuance of a $4.75 special dividend payable on January 25, 2019 to all shareholders of record on January 10, 2019 (the "Special Dividend"). On January 9, 2019, pursuant to the terms of the award, the target amount of the PBRSUs was automatically adjusted to reflect the Special Dividend. On January 23, 2019, the performance condition for this award was certified at 150% of the target award, vesting the performance condition of the PBRSUs and converting the award into a restricted stock unit for the number of shares indicated. The restricted stock unit will vest 100% on the third anniversary of the original PBRSU grant date. ( 2 )Option award previously granted by the Issuer on October 3, 2016. On January 9, 2019, pursuant to the terms specified in the award, the exercise price of this award was automatically adjusted from $74.88 to $71.79, and the number of shares underlying the award was automatically adjusted from 47,500 to 49,547 to reflect the Special Dividend. ( 3 )A third of the award vested on each of the first two anniversaries of the date of grant, and the remaining third will vest on the third anniversary of the date of grant. ( 4 )Option award previously granted by the Issuer on February 24, 2017. On January 9, 2019, pursuant to the terms specified in the award, the exercise price of this award was automatically adjusted from $91.19 to $87.43, and the number of shares underlying the award was automatically adjusted from 51,375 to 53,589 to reflect the Special Dividend. ( 5 )A third of the award vested on the first anniversary of the date of grant, and an additional third will vest on each of the second and third anniversaries of the date of grant. ( 6 )Option award previously granted by the Issuer on February 27, 2018. On January 9, 2019, pursuant to the terms specified in the award, the exercise price of this award was automatically adjusted from $110.57 to $106.01, and the number of shares underlying the award was automatically adjusted from 44,730 to 46,657 to reflect the Special Dividend. ( 7 )A third of the award will vest on each of the first three anniversaries of the date of grant.

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).

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