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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Chubb Ltd [ CB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/26/2024 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Shares | 02/26/2024 | M | 16,115 | A | $114.78 | 66,601 | D | |||
Common Shares | 02/26/2024 | S | 16,115 | D | $255.26(1) | 50,486 | D | |||
Common Shares | 02/26/2024 | M | 17,035 | A | $118.39 | 67,521 | D | |||
Common Shares | 02/26/2024 | S | 17,035 | D | $254.96(2) | 50,486 | D | |||
Common Shares | 590 | I | By Wife | |||||||
Common Shares | 2,335 | I | Family Foundation | |||||||
Common Shares | 40,000 | I | By Trust | |||||||
Common Shares | 38,000 | I | By Wife's Trust |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Options to Acquire Common Shares | $114.78 | 02/26/2024 | M | 16,115 | (3) | 02/26/2025 | Common Shares | 16,115 | $0 | 108,151(4) | D | ||||
Options to Acquire Common Shares | $118.39 | 02/26/2024 | M | 17,035 | (5) | 02/25/2026 | Common Shares | 17,035 | $0 | 91,116(4) | D | ||||
Performance Stock Units | $0 | 02/26/2024 | A | V | 9,811 | (6) | (6) | Common Shares | 9,811 | $0(6) | 9,811 | D | |||
Performance Stock Units | $0 | 02/26/2024 | A | V | 6,377 | (7) | (7) | Common Shares | 6,377 | $0(7) | 16,188(8) | D |
Explanation of Responses: |
1. The Common Shares reported herein as being sold were sold at a range of between $254.815 and $255.660 per share. The sale price reported above represents the weighted average sale price for the reported transaction and has been rounded to the nearest cent. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such price range. |
2. The Common Shares reported herein as being sold were sold at a range of between $254.880 and $255.315 per share. The sale price reported above represents the weighted average sale price for the reported transaction and has been rounded to the nearest cent. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such price range. |
3. Options vested as follows: 1/3 on February 26, 2016, 1/3 on February 26, 2017 and 1/3 on February 26, 2018. |
4. All options of this tranche have been exercised. Total includes options from other tranches with different exercise prices, vesting and expiration dates. |
5. Options vested as follows: 1/3 on February 25, 2017, 1/3 on February 25, 2018 and 1/3 on February 25, 2019. |
6. Award of performance stock units ("PSUs") pursuant to the Chubb Limited 2016 Long-Term Incentive Plan (the "Plan") that vests in whole or in part on the third anniversary of the award subject to the satisfaction of certain service and performance-based criteria. Each PSU represents a contingent right to receive one Common Share, and any PSUs that have not vested at the third anniversary of the award will be cancelled. Dividends shall be accumulated and distributed only when, and to the extent that the PSUs have vested. |
7. Award of PSUs pursuant to the Plan representing a premium performance award with respect to the PSUs described above that vests in whole or in part on the third anniversary of the award subject to the satisfaction of certain service and performance-based criteria. Each PSU represents a contingent right to receive one Common Share, and any PSUs that have not vested at the third anniversary of the award will be cancelled. Dividends shall be accumulated and distributed only when, and to the extent that the PSUs have vested. |
8. Total includes PSUs from other tranches with different exercise prices, vesting and expiration dates. |
Remarks: |
*& Chief Investment Officer, Chubb Limited |
/s/ Samantha Froud, Attorney-in-fact | 02/28/2024 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |