Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

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

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

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Miller Gina Byrne

(Last)

(First)

(Middle)

10801 N. MOPAC EXPY, BLDG 3

(Street)

AUSTIN

78759

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
National Western Life Group, Inc. [ NWLI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		NWLIC SVP - CLO & Secretary

3. Date of Earliest Transaction (Month/Day/Year)
07/09/2024

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	07/09/2024		M		348	A	$218.44	348	D
Class A Common Stock	07/09/2024		D		348	D	$500	0	D
Class A Common Stock	07/09/2024		M		1,700	A	$220.61	1,700	D
Class A Common Stock	07/09/2024		D		1,700	D	$500	0	D
Class A Common Stock	07/09/2024		M		78	A	$0	78	D
Class A Common Stock	07/09/2024		M		78	D	$500⁽¹⁾	0	D
Class A Common Stock	07/09/2024		M		153	A	$0	153	D
Class A Common Stock	07/09/2024		M		153	D	$500⁽¹⁾	0	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 (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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Appreciation Rights	$218.44	07/09/2024		M			348	12/14/2022⁽²⁾	12/14/2031⁽³⁾	Class A Common Stock	348	$0	0	D
Stock Appreciation Rights	$220.61	07/09/2024		M			1,700	12/14/2023⁽²⁾	12/14/2032⁽³⁾	Class A Common Stock	1,700	$0	0	D
Restricted Stock Units	⁽⁴⁾	07/09/2024		M			78	12/14/2024⁽⁵⁾	12/14/2024⁽⁵⁾	Class A Common Stock	78	$0	0	D
Restricted Stock Units	⁽⁴⁾	07/09/2024		M			153	12/14/2025⁽⁵⁾	12/14/2025⁽⁵⁾	Class A Common Stock	153	$0	0	D

Explanation of Responses:

1. On July 9, 2024, at the effective time of the merger between the Issuer and a wholly owned subsidiary of Prosperity Group Holdings LP (the "Merger"), each share of Class A Common Stock, par value $0.01 per share, of the Issuer ("Class A Common Stock") was converted into the right to receive $500.00 in cash, without interest (the "Merger Consideration").

2. Under the Merger Agreement, at the effective time of the Merger, each SAR became fully vested and was cancelled and converted into the right to receive the excess, if any, of the Merger Consideration over the exercise price of the SAR, without interest, multiplied by the number of shares of Class A Common Stock subject to such award.

3. The exercise price reflects the weighted average exercise price for the Reporting Person's outstanding SARs.

4. Each restricted stock unit represents a contingent right to receive, with no additional consideration payable, the cash value of one share of Class A Common Stock.

5. At the effective time of the Merger, the vesting of each outstanding restricted stock unit ("RSU") was accelerated (if not already vested), with any performance condition deemed achieved at the target, and each RSU was cancelled and converted into the right to receive the Merger Consideration, multiplied by the number of shares of common stock subject to that RSU.

Remarks:

	Gina B. Miller	07/11/2024
	** 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).
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