Sec Form 4 Filing - Salvatore Bryan J @ HANOVER INSURANCE GROUP, INC. - 2019-12-16

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 Salvatore Bryan J 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) 12/16/2019 (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 12/16/2019 M( 1 ) 634 A $ 82.39 6,727.659 D Common Stock 12/16/2019 S( 1 ) 634 D $ 135.949 6,093.659 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) $ 82.39 ( 2 ) ( 3 ) 06/12/2027 Common Stock 21,052 ( 2 ) 21,052 ( 2 ) D Common Stock Option (right to buy) $ 82.39 ( 4 ) ( 5 ) 06/12/2027 Common Stock 17,408 ( 4 ) 17,408 ( 4 ) D Common Stock Option (right to buy) $ 104.11 ( 6 ) ( 7 ) 02/27/2028 Common Stock 16,394 ( 6 ) 16,394 ( 6 ) D Common Stock Option (right to buy) $ 117.22 ( 8 ) ( 9 ) 03/05/2029 Common Stock 7,732 ( 8 ) 7,732 ( 8 ) D Common Stock Option (right to buy) $ 82.39 12/16/2019 M( 1 ) 634 ( 5 ) 06/12/2027 Common Stock 634 $ 0 16,774 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Salvatore Bryan J C/O THE HANOVER INSURANCE GROUP, INC. 440 LINCOLN STREET WORCESTER, MA01653 Executive Vice President Signatures /s/ Matthew R. Frascella pursuant to Confirming Statement 12/18/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Exercise of options and subsequent sale of shares were effected pursuant to a Rule 10b5-1 Trading Plan. ( 2 )Option award previously granted by the Issuer on June 12, 2017. On December 13, 2019, pursuant to the terms specified in the award, the exercise price of this award was automatically adjusted from $83.89 to $82.39, and the number of shares underlying the award was automatically adjusted from 20,674 to 21,052 to reflect the issuance of a $2.50 special dividend payable on December 27, 2019 to all shareholders of record on December 16, 2019 (the "Special Dividend") ( 3 )The award vested in full on the second anniversary of the date of grant. ( 4 )Option award previously granted by the Issuer on June 12, 2017. On December 13, 2019, pursuant to the terms specified in the award, the exercise price of this award was automatically adjusted from $83.89 to $82.39, and the number of remaining shares underlying the award was automatically adjusted from 17,096 to 17,408 to reflect the Special Dividend. ( 5 )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. ( 6 )Option award previously granted by the Issuer on February 27, 2018. On December 13, 2019, pursuant to the terms specified in the award, the exercise price of this award was automatically adjusted from $106.01 to $104.11, and the number of shares underlying the award was automatically adjusted from 16,100 to 16,394 to reflect the Special Dividend. ( 7 )A third of the award vested on the first anniversary of grant, and another third will vest on each of the second and third anniversaries of the date of grant. ( 8 )Option award previously granted by the Issuer on March 5, 2019. On December 13, 2019, pursuant to the terms specified in the award, the exercise price of this award was automatically adjusted from $119.36 to $117.22, and the number of shares underlying the award was automatically adjusted from 7,593 to 7,732 to reflect the Special Dividend. ( 9 )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.

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