Flagstone Reinsurance Holdings, S.A. 4
4 · Flagstone Reinsurance Holdings, S.A. · Filed Nov 30, 2012
Insider Transaction Report
Form 4
THORN WRAY T
Director
Transactions
- Disposition to Issuer
Restricted Share Units
2012-11-30−41,440→ 0 totalExercise: $0.00→ Common Shares (41,440 underlying) - Disposition to Issuer
Restricted Share Units
2012-11-30−4,997→ 0 total(indirect: By Marathon Funds)Exercise: $0.00→ Common Shares (4,997 underlying)
Footnotes (4)
- [F1]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.
- [F2]The RSUs, which were 100% vested on the date of grant, were converted 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") 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).
- [F3]The RSUs had no expiry date.
- [F4]The Reporting Person was Managing Director at Marathon Asset Management, LP (formerly known as Marathon Asset Management, LLC) and served as the investment manager of Marathon Special Opportunity Master Fund, Ltd. and Marathon Special Opportunity Liquidating Fund, Ltd. (together, the "Marathon Funds") for some portion of the time that he was a director of the Company. The Company authorized the issuance of certain RSUs in consideration of the Reporting Person's service as a director, but these RSUs were granted in favor of Marathon Funds and Mr. Thorn does not beneficially own these RSUs.