4//SEC Filing
DICKSON THOMAS 4
Accession 0000930413-12-006433
CIK 0001347815other
Filed
Nov 29, 7:00 PM ET
Accepted
Nov 30, 5:02 PM ET
Size
9.0 KB
Accession
0000930413-12-006433
Insider Transaction Report
Form 4
DICKSON THOMAS
Director
Transactions
- Disposition to Issuer
Common Shares
2012-11-30−69,305 - Disposition to Issuer
Restricted Share Units
2012-11-30−1,501→ 0 total(indirect: By LLC)Exercise: $0.00→ Common Shares (1,501 underlying)
Footnotes (5)
- [F1]Disposed of pursuant to the Agreement and Plan of Merger, dated as of August 30, 2012, by and among the Company, Flagstone Reinsurance Holdings (Bermuda) Limited, Validus Holdings, Ltd. "Validus") and Validus UPS, Ltd. (the "Merger Agreement"), pursuant to which each common share was converted into the right to receive a cash payment of $2.00 and 0.1935 common shares of Validus (as of November 29, 2012, the closing price of common shares of Validus was $34.87 per share).
- [F2]Each Restricted Share Unit ("RSU") represents the right to receive, without payment to the Company, one newly issued, fully paid and non-assessable common share of the Company, subject to the terms and conditions of the RSU Plan and grant certificate evidencing each grant. In the discretion of the Compensation Committee, upon exercise, the RSU grant may alternatively be paid in cash, or partly in cash and partly in common shares.
- [F3]The RSUs, which were 100% vested on the date of grant, were converted pursuant to the Merger Agreement into the right to receive, for each RSU, (A) a cash payment of $2.00 plus the amount of cumulative dividends declared by the Company with respect to the common shares underlying such RSUs through the date on which the mergers contemplated by the Merger Agreement were consummated and (b) 0.1935 common shares of Validus (as of November 29, 2012, the closing price of common shares of Validus was $34.87 per share).
- [F4]The RSUs had no expiry date.
- [F5]The Reporting Person is Chief Executive Officer and Founder of Meetinghouse LLC. The Company authorized the issuance of these RSUs in consideration of the Reporting Person's service as a director of the Company. The RSUs were granted in favor of Meetinghouse LLC.
Documents
Issuer
Flagstone Reinsurance Holdings, S.A.
CIK 0001347815
Entity typeother
Related Parties
1- filerCIK 0001394434
Filing Metadata
- Form type
- 4
- Filed
- Nov 29, 7:00 PM ET
- Accepted
- Nov 30, 5:02 PM ET
- Size
- 9.0 KB