0001209191-17-044594.txt : 20170710
0001209191-17-044594.hdr.sgml : 20170710
20170710163857
ACCESSION NUMBER: 0001209191-17-044594
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20170706
FILED AS OF DATE: 20170710
DATE AS OF CHANGE: 20170710
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Allied World Assurance Co Holdings, AG
CENTRAL INDEX KEY: 0001163348
STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331]
IRS NUMBER: 000000000
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: PARK TOWER, 15TH FLOOR
STREET 2: GUBELSTRASSE 24
CITY: ZUG
STATE: V8
ZIP: 6300
BUSINESS PHONE: 441-278-5400
MAIL ADDRESS:
STREET 1: PARK TOWER, 15TH FLOOR
STREET 2: GUBELSTRASSE 24
CITY: ZUG
STATE: V8
ZIP: 6300
FORMER COMPANY:
FORMER CONFORMED NAME: ALLIED WORLD ASSURANCE CO HOLDINGS LTD
DATE OF NAME CHANGE: 20060615
FORMER COMPANY:
FORMER CONFORMED NAME: ALLIED WORLD ASSURANCE HOLDINGS LTD
DATE OF NAME CHANGE: 20011207
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Grossack Marshall J
CENTRAL INDEX KEY: 0001368326
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-32938
FILM NUMBER: 17958172
MAIL ADDRESS:
STREET 1: ALLIED WORLD ASSURANCE CO HOLDINGS, LTD
STREET 2: 43 VICTORIA STREET
CITY: HAMILTON
STATE: D0
ZIP: HM 12
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2017-07-06
0
0001163348
Allied World Assurance Co Holdings, AG
AWH
0001368326
Grossack Marshall J
ALLIED WORLD ASSURANCE CO. HOLDINGS, AG
GUBELSTRASSE 24, PARK TOWER, 15TH FLOOR
ZUG
V8
6300
SWITZERLAND
0
1
0
0
EVP, Chief Actuary
Common Shares
2017-07-06
4
U
0
210259
D
0
D
Employee Stock Options (right to buy)
20.50
2017-07-06
4
D
0
13515
D
2021-02-22
Common Shares
13515
0
D
Restricted Stock Units
2017-07-06
4
D
0
4546
D
Common Shares
4546
0
D
Performance-based Awards
2017-07-06
4
D
0
17702
D
Common Shares
17702
0
D
Disposed of in an exchange offer (the "Offer") by a wholly-owned subsidiary of Fairfax Financial Holdings Limited, a Canadian corporation ("Fairfax"), to acquire all of the outstanding common shares, par value CHF 4.10 per share, of the Issuer, pursuant to the terms, and subject to the conditions, of that certain Agreement and Plan of Merger, dated as of December 18, 2016, between Fairfax and the Issuer (the "Merger Agreement").
Each share of the Issuer was exchanged for (i) cash consideration of $23.00, (ii) a special cash dividend of $5.00 and (iii) 0.057937 of a share of subordinate voting stock at Fairfax (the "Merger Consideration").
These stock options vested in four equal annual installments with the first installment vesting on February 22, 2012.
Pursuant to the Merger Agreement, each outstanding stock option was automatically cancelled and converted into the right to receive an amount in cash equal to the excess of the Merger Consideration (with the Merger Consideration being converted into cash as of the time of completion of the Offer) over the applicable exercise price of the option.
Pursuant to the Merger Agreement, outstanding Restricted Stock Units became fully vested in connection with the completion of the Offer and were automatically cancelled and converted into the right to receive an amount in cash equal to the Merger Consideration (with the Merger Consideration being converted into cash as of the time of completion of the Offer).
Pursuant to the Merger Agreement, outstanding performance-based awards became fully vested based on the target specified in the applicable performance-based award in connection with the completion of the Offer and were automatically cancelled and converted into the right to receive an amount in cash equal to the Merger Consideration (with the Merger Consideration being converted into cash as of the time of completion of the Offer).
/s/ Theodore Neos, by Power of Attorney
2017-07-10