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