4//SEC Filing
Salamone Ralph A 4
Accession 0001140361-21-007029
CIK 0001744894other
Filed
Mar 1, 7:00 PM ET
Accepted
Mar 2, 8:32 PM ET
Size
7.8 KB
Accession
0001140361-21-007029
Insider Transaction Report
Form 4
Salamone Ralph A
Pres. & CEO Sirius Global Svcs
Transactions
- Disposition to Issuer
Common Shares
2021-02-26−92,941→ 0 total - Disposition to Issuer
Common Shares
2021-02-26−7,129→ 92,941 total
Footnotes (4)
- [F1]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),
- [F2][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.
- [F3]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.
- [F4]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.
Documents
Issuer
Sirius International Insurance Group, Ltd.
CIK 0001744894
Entity typeother
Related Parties
1- filerCIK 0001758140
Filing Metadata
- Form type
- 4
- Filed
- Mar 1, 7:00 PM ET
- Accepted
- Mar 2, 8:32 PM ET
- Size
- 7.8 KB