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). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Allied World Assurance Co Holdings, AG [ AWH ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/22/2015 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Shares | 02/22/2015 | M | 1,755 | A | $0.00(1) | 66,481 | D | |||
Common Shares | 02/22/2015 | M | 918 | A | $0.00(2) | 67,399 | D | |||
Common Shares | 02/22/2015 | D | 1,863 | D | $40.4481(3) | 65,536 | D | |||
Common Shares | 02/22/2015 | F | 384(4) | D | $40.54 | 65,152 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Restricted Stock Units | (1) | 02/22/2015 | M | 1,755 | (5) | (5) | Common Shares | 1,755 | (1) | 17,202(6) | D | ||||
Restricted Stock Units | (2) | 02/22/2015 | M | 918 | (7) | (7) | Common Shares | 918 | (2) | 16,284(6) | D |
Explanation of Responses: |
1. On February 22, 2012, the reporting person was granted 7,020 Restricted Stock Units for no monetary consideration. The Restricted Stock Units convert into (i) 1,404 common shares and (ii) cash equal to the market value of 5,616 common shares (measured at the date of vesting) upon the vesting of such Restricted Stock Units. These Restricted Stock Units were previously reported as a grant of 2,340 Restricted Stock Units converting into (i) 468 common shares and (ii) cash equal to the market value of 1,872 common shares. These amounts have been adjusted to reflect the issuer's 3-for-1 stock split paid on May 23, 2014. |
2. On February 22, 2011, the reporting person was granted 3,660 Restricted Stock Units for no monetary consideration. The Restricted Stock Units convert into (i) 1,830 common shares and (ii) cash equal to the market value of 1,830 common shares (measured at the date of vesting) upon the vesting of such Restricted Stock Units. These Restricted Stock Units were previously reported as a grant of 1,220 Restricted Stock Units converting into (i) 610 common shares and (ii) cash equal to the market value of 610 common shares. These amounts have been adjusted to reflect the issuer's 3-for-1 stock split paid on May 23, 2014. |
3. The fair market value of the cash portion was determined using the daily volume-weighted average sales price of the common shares for the five consecutive trading days prior to February 22, 2015, which was on a Sunday. |
4. Exclusively represents shares withheld by the Company with respect to the payment of withholding tax liability incurred upon the vesting of Restricted Stock Units. |
5. The Restricted Stock Units vest in four equal installments with the first installment vesting on February 22, 2013. |
6. Represents Restricted Stock Units held by the reporting person that vest in whole or in part in cash. |
7. The Restricted Stock Units vested in four equal installments with the first installment vesting on February 22, 2012. |
Remarks: |
/s/ Wayne H. Datz, by Power of Attorney | 02/24/2015 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |