ENDURANCE SPECIALTY HOLDINGS LTD 4
4 · ENDURANCE SPECIALTY HOLDINGS LTD · Filed Mar 30, 2017
Insider Transaction Report
Form 4
CHARMAN JOHN
DirectorChmn & Chief Executive Officer
Transactions
- Disposition to Issuer
Ordinary Shares, par value $1.00 per share
2017-03-28$93.00/sh−284,731$26,479,983→ 0 total(indirect: By Trust) - Disposition to Issuer
Ordinary Shares, par value $1.00 per share
2017-03-28$93.00/sh−1,812,156$168,530,508→ 0 total(indirect: By Dragon Global Holdings Ltd.) - Exercise/Conversion
Option
2017-03-28−160,000→ 0 totalExercise: $48.20From: 2013-05-28Exp: 2023-05-28→ Ordinary Shares (160,000 underlying) - Disposition to Issuer
Ordinary Shares, par value $1.00 per share
2017-03-28$93.00/sh−971,255$90,326,715→ 0 total - Disposition to Issuer
Ordinary Shares, par value $1.00 per share
2017-03-28$93.00/sh−284,731$26,479,983→ 0 total(indirect: By Trust)
Footnotes (6)
- [F1]Disposed of pursuant to the Agreement and Plan of Merger, dated October 5, 2016 (as amended by Amendment No. 1, dated as of December 1, 2016), by and among Sompo Holdings, Inc. ("Sompo"), Endurance Specialty Holdings Ltd. ("Endurance") and Volcano International Limited, an indirect, wholly-owned subsidiary of Sompo ("Volcano"), whereby Volcano merged with and into Endurance (the "Merger"), with Endurance surviving the Merger as an indirect, wholly-owned subsidiary of Sompo. At the effective time of the Merger, each issued and outstanding ordinary share of Endurance was automatically canceled and converted into the right to receive $93.00 in cash.
- [F2]Mr. Charman disclaims beneficial ownership of the shares held by The Prometheus Trust.
- [F3]Mr. Charman disclaims beneficial ownership of the shares held by The Fortis Trust.
- [F4]Includes all shares held directly by the Reporting Person immediately prior to the Merger, including previously granted restricted shares, each of which, at the effective time of the Merger, vested in full and was converted into the right to receive $93.00 in cash.
- [F5]Mr. Charman disclaims beneficial ownership of the shares held by Dragon Global Holdings Ltd.
- [F6]At the effective time of the Merger (as defined below), each option granted by Endurance outstanding and unexercised immediately prior to the Merger (whether or not vested or exercisable) vested in full, was cancelled and was converted into the right to receive an amount in cash equal to the excess, if any, of $93.00 over the exercise price payable in respect of each ordinary share issuable under such option.