4//SEC Filing
Cramer Manhem Monica 4
Accession 0001140361-21-007034
CIK 0001744894other
Filed
Mar 1, 7:00 PM ET
Accepted
Mar 2, 8:35 PM ET
Size
7.9 KB
Accession
0001140361-21-007034
Insider Transaction Report
Form 4
Cramer Manhem Monica
COO; Pres & CEO, Sirius Int'l
Transactions
- Disposition to Issuer
Common Shares
2021-02-26−20,267→ 89,697 total - Disposition to Issuer
Common Shares
2021-02-26−89,697→ 0 total
Footnotes (4)
- [F1]1. 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 116,372 RSUs of TPRE common shares with the same terms and conditions. RSUs settle in TPRE common shares upon the aforementioned vesting date, but if vesting accelerates upon a qualifying termination, then RSUs are settled in cash.
Documents
Issuer
Sirius International Insurance Group, Ltd.
CIK 0001744894
Entity typeother
Related Parties
1- filerCIK 0001758144
Filing Metadata
- Form type
- 4
- Filed
- Mar 1, 7:00 PM ET
- Accepted
- Mar 2, 8:35 PM ET
- Size
- 7.9 KB