0001657961-19-000004.txt : 20190215 0001657961-19-000004.hdr.sgml : 20190215 20190215174138 ACCESSION NUMBER: 0001657961-19-000004 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20190213 FILED AS OF DATE: 20190215 DATE AS OF CHANGE: 20190215 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Cohen David Alan CENTRAL INDEX KEY: 0001657961 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31909 FILM NUMBER: 19612654 MAIL ADDRESS: STREET 1: C/O ASPEN INSURANCE HOLDINGS LTD STREET 2: 141 FRONT STREET CITY: HAMILTON STATE: D0 ZIP: HM19 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ASPEN INSURANCE HOLDINGS LTD CENTRAL INDEX KEY: 0001267395 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 000000000 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 141 FRONT STREET CITY: HAMILTON STATE: D0 ZIP: HM 19 BUSINESS PHONE: 1 441 295 8201 MAIL ADDRESS: STREET 1: 141 FRONT STREET CITY: HAMILTON STATE: D0 ZIP: HM 19 4 1 wf-form4_155027048461500.xml FORM 4 X0306 4 2019-02-13 0 0001267395 ASPEN INSURANCE HOLDINGS LTD AHL 0001657961 Cohen David Alan ASPEN INSURANCE HOLDINGS LTD 141 FRONT STREET HAMILTON D0 HM19 BERMUDA 0 1 0 0 President and CUO Insurance Ordinary Shares 2019-02-13 4 A 0 1780 A 12299 D Ordinary Shares 2019-02-13 4 F 0 605 42.51 D 11694 D Ordinary Shares 2019-02-15 4 D 0 11694 42.75 D 0 D 2016 Performance Shares 2019-02-13 4 M 0 1780 D Ordinary Shares 1780.0 0 D Restricted Share Units (2017 Grant) 2019-02-15 4 D 0 1778 D Ordinary Shares 1778.0 0 D Restricted Share Units (2018 Grant) 2019-02-15 4 D 0 4166 D Ordinary Shares 4166.0 0 D Ordinary shares acquired upon mandatory conversion of Performance Shares in accordance with the performance conditions having been met. Ordinary shares withheld in order to satisfy tax liability upon vesting of previously granted Performance Shares. This Form 4 is being filed, in part, as a result of the closing on February 15, 2019 of the merger (the "Merger") as described in the Agreement and Plan of Merger, dated as of August 27, 2018 (the "Merger Agreement") among Aspen Insurance Holdings Limited (the "Issuer"), Highlands Holdings, Ltd., and Highlands Merger Sub, Ltd. At the effective time of the Merger, each outstanding ordinary share of the Issuer was converted into a right to receive a cash payment of $42.75 without any interest and less any applicable withholding tax. Each Performance Share represents the right to receive one share of the Issuer's Ordinary Shares. Represents 2016 Performance Shares eligible for vesting following the achievement of certain financial targets by the Issuer. One third of the 2016 Performance Share award was tested annually over a three-year period. All vested 2016 Performance Shares were issued following the filing of the annual report on Form 10-K for the year ended December 31, 2018. Each Restricted Share Unit represents the right to recieve one share of the Issuer's Ordinary Shares. At the time of grant on February 10, 2017, the 2017 Restricted Share Units were scheduled to vest annually in increments of one third on the anniversary of the grant date over a three-year period, in each case subject to the Reporting Person's continued service, unless terminated without cause or by the Reporting Person for good reason. At the effective time of the Merger, each 2017 Restricted Share Unit that was outstanding immediately prior to the effective time of the Merger was cancelled and converted into the right to receive a lump-sum amount in cash, without interest, equal to the product of (x) the sum of (1) $42.75 and (2) any per share accrued dividend equivalents times (y) the number of ordinary shares subject to such 2017 Restricted Share Unit award, which had not previously been settled. At the time of grant on February 9, 2018, the 2018 Restricted Share Units were scheduled to vest annually in increments of one third on the anniversary of the grant date over a three-year period, in each case subject to the Reporting Person's continued service, unless terminated without cause or by the Reporting Person for good reason. At the effective time of the Merger, each 2018 Restricted Share Unit that was outstanding immediately prior to the effective time of the Merger was cancelled and converted into the right to receive a lump-sum amount in cash, without interest, equal to the product of (x) the sum of (1) $42.75 and (2) any per share accrued dividend equivalents times (y) the number of ordinary shares subject to such 2018 Restricted Share Unit award, which had not previously been settled. /s/Silvia Martinez as Attorney-in-fact for David Cohen 2019-02-15 EX-24 2 powerofattorneydavidcohenr.htm POA DAVID COHEN

Power of Attorney Relating to Section 16 Filings

Know all by these presents, that the undersigned hereby constitutes and appoints each of Michael Cain, Silvia Martinez, Tabraiz Mohammed and Ella Crawley with full power of substitution and resubstitution, the undersigned's true and lawful attorney-in-fact to:

(1) prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the U.S. Securities and Exchange Commission (the "SEC") a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or any rule or regulation of the SEC;

(2) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Aspen Insurance Holdings Limited (the "Company"), any Form 3, 4, and 5 in accordance with Section 16(a) of the Exchange Act;

(3) prepare and sign on behalf of the undersigned any Form 144 Notice under the Securities Act of 1933, as amended (the "Securities Act"), and file the same with the SEC;

(4) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, 5, or 144, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and

(5) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Exchange Act or Section 5 of the Securities Act or Rule 144 promulgated under such Act.

This Power of Attorney shall remain in effect until the undersigned is no longer required to file Forms 3, 4, 5 and 144 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.


IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 1st day of February, 2016.

/s/ David Cohen
David Cohen