SEC FORM 4

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).

1. Name and Address of Reporting Person^*

Grossack Marshall J

(Last)

(First)

(Middle)

ALLIED WORLD ASSURANCE CO. HOLDINGS, AG

LINDENSTRASSE 8

(Street)

BAAR/ZUG

CH-6340

(City)

(State)

(Zip)

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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, Chief Actuary

3. Date of Earliest Transaction (Month/Day/Year)
02/21/2011

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)
Common Shares	02/21/2011		A		24,000⁽¹⁾	A	$0.00	65,510⁽²⁾	D
Common Shares	02/22/2011		M		825	A	$0.00⁽³⁾	66,335	D
Common Shares	02/22/2011		D		330	D	$62.0515⁽⁴⁾	66,005	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)
Restricted Stock Units	⁽³⁾	02/22/2011		M			825⁽³⁾	02/22/2011⁽⁵⁾	02/22/2014⁽⁵⁾	Common Shares	825⁽³⁾	⁽³⁾	4,351	D
Restricted Stock Units	⁽⁶⁾	02/22/2011		A		1,190⁽⁶⁾		⁽⁷⁾	⁽⁷⁾	Common Shares	1,190⁽⁶⁾	$0.00	5,541	D
Employee Stock Option (right to buy)	$61.51	02/22/2011		A		4,505		⁽⁷⁾	⁽⁷⁾	Common Shares	4,505	$0.00	4,505	D

Explanation of Responses:

1. Represents the Company's Common Shares that were earned pursuant to a 2008 LTIP award for no monetary consideration and which vested at 150% of target based on the achievement of pre-established performance criteria during the applicable three-year performance period established under the Company's Third Amended and Restated Long-Term Incentive Plan.

2. Includes 178 Common Shares acquired on December 31, 2010 pursuant to the Company's Amended and Restated 2008 Employee Share Purchase Plan.

3. On February 22, 2010, the reporting person was granted 3,300 Restricted Stock Units for no monetary consideration. The Restricted Stock Units convert into (i) 1,980 of the Company's Common Shares and (ii) cash equal to the market value of 1,320 Common Shares (measured at the date of vesting) upon the vesting of such Restricted Stock Units.

4. The fair market value of the cash portion was determined using the daily volume-weighted average sales price of the Company's Common Shares for the five consecutive trading days up to and including February 22, 2011.

5. The Restricted Stock Units vest in four equal installments with the first installment vesting on February 22, 2011.

6. Grant of Restricted Stock Units for no monetary consideration. 1,190 Restricted Stock Units convert into (i) 595 of the Company's Common Shares and (ii) cash equal to the market value of 595 Common Shares (measured at the date of vesting) upon the vesting of such Restricted Stock Units.

7. The Restricted Stock Units and Employee Stock Options vest in four equal installments with the first installment vesting on February 22, 2012.

Remarks:

	/s/ Wesley D. Dupont, by Power of Attorney	02/22/2011
	** 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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