UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 15)
State Auto Financial Corporation
(Name of Issuer)
Common Shares, without par value
(Title of Class of Securities)
855-707105
(CUSIP Number)
March 7, 2014
(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. 15)
| CUSIP No.: 855-707105 |
| 1 | NAME OF REPORTING PERSON
State Automobile Mutual Insurance Company | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP The reporting person disclaims membership in any group.
(a) ¨ (b) ¨ | |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
25,371,415.8 Common Shares as of March 7, 2014 | ||||
| 6 | SHARED VOTING POWER
-0- Common Shares as of March 7, 2014 | |||||
| 7 | SOLE DISPOSITIVE POWER
25,371,415.8 Common Shares as of March 7, 2014 | |||||
| 8 | SHARED DISPOSITIVE POWER
-0- Common Shares as of March 7, 2014 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,371,415.8 Common Shares as of March 7, 2014 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
62.1% as of March 7, 2014 | |||||
| 12 | TYPE OF REPORTING PERSON
IC | |||||
Items 1 Through 10
of
Schedule 13G/A (Amendment No. 15)
for
State Automobile Mutual Insurance Company
Item 1.
| (a) | Name of Issuer: State Auto Financial Corporation (“State Auto Financial”) |
| (b) | Address of Issuer’s Principal Executive Offices: 518 East Broad Street, Columbus, Ohio 43215 |
Item 2.
| (a) | Name of Person Filing: State Automobile Mutual Insurance Company (“State Auto Mutual”) |
| (b) | Address of Principal Business Office: |
518 East Broad Street, Columbus, Ohio 43215
| (c) | Place of Organization: Ohio |
| (d) | Title of Class of Securities: Common Shares, without par value (the “STFC Shares”) |
| (e) | CUSIP Number: 855-707105 |
| Item 3. | Not Applicable. |
| Item 4. | The information contained in rows 5 through 9, inclusive, and row 11 of the cover page are incorporated herein by reference. |
| Item 5. | Not Applicable. |
| Item 6. | Not Applicable. |
| Item 7. | Not Applicable. |
| Item 8. | Not Applicable. |
| Item 9. | Not Applicable. |
| Item 10. | Not Applicable. |
Explanatory Note
On March 7, 2014, State Auto Mutual and State Auto Foundation (the “Foundation”) entered into a Stock Purchase Agreement (the “Agreement”) under which State Auto Mutual shall purchase from the Foundation 56,714 STFC Shares at the times, at the purchase price, and in the manner set forth in the Agreement. State Auto Mutual intends that this Agreement shall be a binding contract to purchase securities as described in Rule 10b5-1(c) promulgated under the Securities Exchange Act of 1934.
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.
| STATE AUTOMOBILE MUTUAL | ||||||
| INSURANCE COMPANY | ||||||
| March 10, 2014 |
By |
/s/ James A. Yano | ||||
| James A. Yano, Senior Vice President and | ||||||
| General Counsel | ||||||