4//SEC Filing
FALLON STEPHEN F 4
Accession 0001181431-09-043069
CIK 0000909815other
Filed
Sep 8, 8:00 PM ET
Accepted
Sep 9, 1:31 PM ET
Size
36.9 KB
Accession
0001181431-09-043069
Insider Transaction Report
Form 4
IPC HOLDINGS LTDIPCR
FALLON STEPHEN F
Executive Vice President
Transactions
- Disposition to Issuer
Employee Stock Option (right to buy)
2009-09-04−6,250→ 0 totalExercise: $27.85Exp: 2012-01-02→ Common Shares (6,250 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2009-09-04−25,000→ 0 totalExercise: $43.03Exp: 2015-01-03→ Common Shares (25,000 underlying) - Disposition to Issuer
Common Shares
2009-09-04−10,477→ 0 total - Disposition to Issuer
Employee Stock Option (right to buy)
2009-09-04−18,750→ 0 totalExercise: $38.90Exp: 2014-01-02→ Common Shares (18,750 underlying) - Award
Common Shares
2009-09-04+5,366→ 141,292 total - Disposition to Issuer
Restricted Share Units
2009-09-04−9,827→ 0 total→ Common Shares (9,827 underlying) - Disposition to Issuer
Restricted Share Units
2009-09-04−14,310→ 0 total→ Common Shares (14,310 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2009-09-04−10,000→ 0 totalExercise: $31.54Exp: 2013-01-02→ Common Shares (10,000 underlying) - Disposition to Issuer
Common Shares
2009-09-04−66,432→ 0 total - Disposition to Issuer
Restricted Share Units
2009-09-04−10,455→ 0 total→ Common Shares (10,455 underlying) - Award
Common Shares
2009-09-04+5,111→ 135,926 total - Disposition to Issuer
Restricted Share Units
2009-09-04−838→ 0 total→ Common Shares (838 underlying) - Disposition to Issuer
Restricted Share Units
2009-09-04−10,318→ 0 total→ Common Shares (10,318 underlying)
Footnotes (27)
- [F1]This number represents rights to acquire IPC Holdings, Ltd. ("IPC") common shares ("IPC Shares") in 2009 pursuant to the IPC Compensation Committee's determination regarding IPC's performance in 2009 with respect to performance share units ("PSUs") Mr. Fallon was granted in 2008 for performance in 2007.
- [F10]Subject to certain terms and conditions, one third of the RSUs will vest on February 20 of each of the following years: 2010, 2011 and 2012. The RSUs vest automatically upon a termination within 12 months following a change in control of IPC.
- [F11]Subject to certain terms and conditions, one third of the RSUs will vest on February 20 of each of the following years: 2010, 2011 and 2012. The RSUs vest automatically upon a termination within 12 months following a change in control of IPC.
- [F12]Subject to certain terms and conditions, one quarter of these RSUs vest on February 20 of each of the following years: 2010, 2011, 2012 and 2013. The RSUs vest automatically upon a termination within 12 months following a change in control of IPC.
- [F13]One quarter of the original grant (which grant was 25,000) of these options vested and became exercisable on January 2 of each of the following years: 2003, 2004, 2005 and 2006.
- [F14]One quarter of the original grant (which grant was 20,000) of these options vested and became exercisable on January 2 of each of the following years: 2004, 2005, 2006 and 2007.
- [F15]One quarter of the original grant (which grant was 25,000) of these options vested and became exercisable on January 2 of each of the following years: 2005, 2006, 2007 and 2008.
- [F16]One quarter of these options vested and became exercisable on January 3 of each of the following years: 2006, 2007, 2008 and 2009.
- [F17]One quarter of these options vested and became exercisable on March 17 of each of the following years: 2007, 2008, and 2009. The remaining options vested automatically at the Closing as a result of the change in control of IPC.
- [F18]These RSUs were converted into the right to receive $6,288.10 in cash and 815 Validus Shares.
- [F19]These RSUs were converted into the right to receive $78,427.11 in cash and 10,169 Validus Shares.
- [F2]This number represents rights to acquire IPC Shares in 2010 pursuant to the IPC Compensation Committee's determination regarding IPC's performance in 2009 with respect to PSUs Mr. Fallon was granted in 2008 for performance in 2008.
- [F20]These RSUs were converted into the right to receive $73,720.76 in cash upon vesting of the Validus RSUs and 9,558 Validus RSUs. Each Validus RSU is subject to the same terms and conditions as were in effect with respect to the IPC RSU prior to the Closing.
- [F21]These RSUs were converted into the right to receive $77,393.05 in cash upon vesting of the Validus RSUs and 10,036 Validus RSUs. Each Validus RSU is subject to the same terms and conditions as were in effect with respect to the IPC RSU prior to the Closing.
- [F22]These RSUs were converted into the right to receive $107,333.51 in cash upon vesting of the Validus RSUs and 13,919 Validus RSUs. Each Validus RSU is subject to the same terms and conditions as were in effect with respect to the IPC RSU prior to the Closing.
- [F23]These options were converted into the right to purchase 7,973 Validus Shares at an exercise price of $21.83 per share. Each Validus option is otherwise subject to the same terms and conditions as were in effect with respect to the IPC option prior to the Closing.
- [F24]These options were converted into the right to purchase 12,756 Validus Shares at an exercise price of $24.73 per share. Each Validus option is otherwise subject to the same terms and conditions as were in effect with respect to the IPC option prior to the Closing.
- [F25]These options were converted into the right to purchase 23,918 Validus Shares at an exercise price of $30.50 per share. Each Validus option is otherwise subject to the same terms and conditions as were in effect with respect to the IPC option prior to the Closing.
- [F26]These options were converted into the right to purchase 31,890 Validus Shares at an exercise price of $33.73 per share. Each Validus option is otherwise subject to the same terms and conditions as were in effect with respect to the IPC option prior to the Closing.
- [F27]These options were converted into the right to purchase 31,890 Validus Shares at an exercise price of $21.95 per share. Each Validus option is otherwise subject to the same terms and conditions as were in effect with respect to the IPC option prior to the Closing.
- [F3]Includes 2,556 transfer restricted IPC Shares.
- [F4]These shares were converted into $498,250.27 in cash and 64,618 common shares ("Validus Shares") of Validus Holdings, Ltd. ("Validus"). 2,486 of these Validus Shares are transfer restricted Validus Shares. On September 4, 2009, IPC and Validus Ltd. consummated the amalgamation described in the IPC Proxy Statement on Schedule 14A, filed with the SEC on August 7, 2009. We refer to the consummation of the amalgamation as the "Closing". Each transfer restricted Validus Share is subject to the same terms and conditions are were in effect with respect to the transfer restricted IPC Share prior to the Closing.
- [F5]This number represents rights to acquire 5,111 IPC Shares in 2009 and 5,366 IPC Shares in 2010 from PSUs Mr. Fallon was granted in 2008 for performance in 2007 and 2008.
- [F6]These shares were converted into the right to receive $7.50 in cash per IPC PSU and 10,190 Validus Shares. If there is no termination of employment within 12 months following the IPC change in control, then Mr. Fallon receives the $7.50 in cash per share and 10,190 Validus PSUs, which PSUs will be subject to the same terms and conditions as the IPC PSUs prior to the Closing. If there is a termination of employment within 12 months following the IPC change in control, then Mr. Fallon receives the $7.50 in cash per share and 10,190 Validus Shares. The market price of a Validus Share as of September 3 was $24.76.
- [F7]Prior to the Closing, each restricted share unit ("RSU") represented a right to receive one IPC Share upon the vesting of such RSU.
- [F8]The original terms of the RSUs provided that they vested on March 17, 2010, subject to earlier vesting upon a change in control of IPC pursuant to the terms of the 2003 Stock Incentive Plan. The RSUs vested automatically at the Closing as a result of the change in control of IPC.
- [F9]The original terms of the RSUs provided that half of the awards vested on February 23, 2010 and the other half vested on February 23, 2011, subject to earlier vesting upon a change in control of IPC pursuant to the terms of the 2003 Stock Incentive Plan. The RSUs vested automatically at the Closing as a result of the change in control of IPC.
Documents
Issuer
IPC HOLDINGS LTD
CIK 0000909815
Entity typeother
Related Parties
1- filerCIK 0001214762
Filing Metadata
- Form type
- 4
- Filed
- Sep 8, 8:00 PM ET
- Accepted
- Sep 9, 1:31 PM ET
- Size
- 36.9 KB