0001140361-21-007029.txt : 20210302
0001140361-21-007029.hdr.sgml : 20210302
20210302203227
ACCESSION NUMBER: 0001140361-21-007029
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210226
FILED AS OF DATE: 20210302
DATE AS OF CHANGE: 20210302
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Salamone Ralph A
CENTRAL INDEX KEY: 0001758140
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38731
FILM NUMBER: 21706628
MAIL ADDRESS:
STREET 1: 14 WESLEY STREET
CITY: HAMILTON
STATE: D0
ZIP: HM11
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Sirius International Insurance Group, Ltd.
CENTRAL INDEX KEY: 0001744894
STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331]
IRS NUMBER: 980529995
STATE OF INCORPORATION: D0
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 14 WESLEY STREET, 5TH FLOOR
CITY: HAMILTON
STATE: D0
ZIP: HM11
BUSINESS PHONE: 1-441-278-3140
MAIL ADDRESS:
STREET 1: 14 WESLEY STREET, 5TH FLOOR
CITY: HAMILTON
STATE: D0
ZIP: HM11
4
1
form4.xml
FORM 4
X0306
4
2021-02-26
true
0001744894
Sirius International Insurance Group, Ltd.
SG
0001758140
Salamone Ralph A
14 WESLEY STREET
HAMILTON
D0
HM11
BERMUDA
true
CFO
Common Shares
2021-02-26
4
D
0
7129
D
92941
D
Common Shares
2021-02-26
4
D
0
92941
D
0
D
Represents shares of common stock of the issuer ("Sirius Shares") disposed of in connection with the merger of the issuer with Third Point Reinsurance Ltd. ("TPRE") (the "Merger"), which closed on February 26, 2021 (the "Effective Time"), and exchanged for a combination of consideration comprising (1) 0.743 of a TPRE Share and (2) in lieu of one contractual contingent value right ("CVR") (which represents the right to receive a contingent cash payment, which, taken together with the fraction of the TPRE Share received, guarantee that on the second anniversary of the Effective Time, the electing shareholder will have received equity and cash equal to at least $13.73 per Sirius Share),
[continued from footnote 1] which the reporting person waived (the "Waiver"), received a number of fully-vested non-voting restricted TPRE Shares equal to (x)(A) $13.00 less (B) the product of the Average TPRE Share Price (as defined in footnote 2 below) multiplied by 0.743, multiplied by (y) the number of CVRs waived pursuant to the Waiver, divided by (z) the Average TPRE Share Price, rounded down to the nearest whole number of shares.
The "Average TPRE Share Price" means the volume weighted average price of the TPRE Shares on NYSE (as reported by Bloomberg L.P. or, if not reported therein, in another authoritative source mutually selected by the issuer and TPRE) measured on a cumulative basis over the fifteen (15) consecutive trading days ending on (and including) the trading day that is three (3) trading days prior to the Effective Time.
Represents restricted stock units ("RSUs") scheduled to vest in full on the third anniversary of grant date (or on February 27, 2022). These RSUs were disposed of in connection with the Merger and exchanged for 120,581 RSUs of TPRE common shares that immediately vested following the closing of the Merger and will be settled, net of shares withheld for taxes, for cash at the public trading price on the day of the cash-out.
/s/ Ralph A. Salamone
2021-03-02