4//SEC Filing
BROWN DAVID A 4
Accession 0000930413-12-006448
CIK 0001347815other
Filed
Nov 29, 7:00 PM ET
Accepted
Nov 30, 8:15 PM ET
Size
10.5 KB
Accession
0000930413-12-006448
Insider Transaction Report
Form 4
BROWN DAVID A
DirectorChief Executive Officer
Transactions
- Disposition to Issuer
Common Shares
2012-11-30−11,200→ 0 total - Disposition to Issuer
Common Shares
2012-11-30−943,270→ 0 total(indirect: By Leyton Limited) - Disposition to Issuer
Performance Share Units
2012-11-30−481,400→ 0 totalExercise: $0.00→ Common Shares (481,400 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]These common shares are held by Leyton Limited, a company owned by a trust for which the Reporting Person serves as settler, and the Reporting Person disclaims beneficial ownership of these shares.
- [F3]Each Performance Share Unit ("PSU") represents the right to receive, without payment to the Company, a number of common shares of the Company (or the cash equivalent, at the election of the Company) equal to the product of the number of PSUs granted multiplied by a factor based on the Company's fully-diluted return on equity during the vesting period, subject to the terms and conditions of the PSU Plan and grant certificate evidencing each grant.
- [F4]Pursuant to the Merger Agreement, the PSUs were converted into the right to receive, for each PSU (based on attainment of all applicable performance goals at the maximum level for payout), (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 PSUs 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).
- [F5]The PSUs had no expiry date.
Documents
Issuer
Flagstone Reinsurance Holdings, S.A.
CIK 0001347815
Entity typeother
Related Parties
1- filerCIK 0001394399
Filing Metadata
- Form type
- 4
- Filed
- Nov 29, 7:00 PM ET
- Accepted
- Nov 30, 8:15 PM ET
- Size
- 10.5 KB