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
ENDURANCE SPECIALTY HOLDINGS LTD [ ENH ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/28/2017 | ||||||||||||||||||||||||||
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 | ||||||
Ordinary Shares, par value $1.00 per share | 03/28/2017 | D(1) | 284,731 | D | $93 | 0 | I | By The Prometheus Trust(2) | ||
Ordinary Shares, par value $1.00 per share | 03/28/2017 | D(1) | 284,731 | D | $93 | 0 | I | By The Fortis Trust(3) | ||
Ordinary Shares, par value $1.00 per share | 03/28/2017 | D(1) | 971,255(4) | D | $93 | 0 | D | |||
Ordinary Shares, par value $1.00 per share | 03/28/2017 | D(1) | 1,812,156 | D | $93 | 0 | I | By Dragon Global Holdings Ltd.(5) |
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 | ||||||||
Option | $48.2 | 03/28/2017 | M | 160,000(6) | 05/28/2013 | 05/28/2023 | Ordinary Shares | 160,000 | $0 | 0 | D |
Explanation of Responses: |
1. Disposed of pursuant to the Agreement and Plan of Merger, dated October 5, 2016 (as amended by Amendment No. 1, dated as of December 1, 2016), by and among Sompo Holdings, Inc. ("Sompo"), Endurance Specialty Holdings Ltd. ("Endurance") and Volcano International Limited, an indirect, wholly-owned subsidiary of Sompo ("Volcano"), whereby Volcano merged with and into Endurance (the "Merger"), with Endurance surviving the Merger as an indirect, wholly-owned subsidiary of Sompo. At the effective time of the Merger, each issued and outstanding ordinary share of Endurance was automatically canceled and converted into the right to receive $93.00 in cash. |
2. Mr. Charman disclaims beneficial ownership of the shares held by The Prometheus Trust. |
3. Mr. Charman disclaims beneficial ownership of the shares held by The Fortis Trust. |
4. Includes all shares held directly by the Reporting Person immediately prior to the Merger, including previously granted restricted shares, each of which, at the effective time of the Merger, vested in full and was converted into the right to receive $93.00 in cash. |
5. Mr. Charman disclaims beneficial ownership of the shares held by Dragon Global Holdings Ltd. |
6. At the effective time of the Merger (as defined below), each option granted by Endurance outstanding and unexercised immediately prior to the Merger (whether or not vested or exercisable) vested in full, was cancelled and was converted into the right to receive an amount in cash equal to the excess, if any, of $93.00 over the exercise price payable in respect of each ordinary share issuable under such option. |
Remarks: |
/s/ John R. Charman | 03/30/2017 | |
** 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. |