4//SEC Filing
PLATINUM UNDERWRITERS HOLDINGS LTD 4
Accession 0001209191-15-020090
CIK 0001171500operating
Filed
Mar 1, 7:00 PM ET
Accepted
Mar 2, 11:02 AM ET
Size
15.2 KB
Accession
0001209191-15-020090
Insider Transaction Report
Form 4
Porter Robert S
CEO - Platinum Bermuda
Transactions
- Disposition to Issuer
Market Share Units
2015-03-02$66.00/sh−8,283$546,678→ 0 total→ Common Shares - Disposition to Issuer
Market Share Units
2015-03-02$66.00/sh−11,628$767,448→ 0 total→ Common Shares - Disposition to Issuer
Common Shares
2015-03-02$66.00/sh−189,935$12,535,710→ 0 total
Footnotes (5)
- [F1]Disposed of in connection with the Agreement and Plan of Merger ("Merger Agreement") between the Issuer, RenaissanceRe Holdings Ltd. ("RenaissanceRe") and Port Holdings Ltd., dated as of November 23, 2014.
- [F2]Pursuant to the terms of the Merger Agreement, upon closing of the merger, these Common Shares will be cancelled and the holder will receive, per their election, an amount equal to $66.00 in cash per each Common Share, subject to proration.
- [F3]This consideration amount is subject to adjustment due to possible proration calculations provided for in the Merger Agreement. Specifically, the cash election consideration is subject to proration if the un-prorated aggregate share consideration is less than 7,500,000 RenaissanceRe common shares, and the share election consideration is subject to proration if the un-prorated aggregate share consideration is greater than 7,500,000 RenaissanceRe common shares. This proration calculation has not been finalized as of the date of this Form 4 and thus it is not possible to determine the exact amount of consideration to be received by the reporting person as of the date of this Form 4. Once the exact amount of consideration is determined, the reporting person will file an amendment to this Form 4, if necessary.
- [F4]These Market Share Units were granted on July 24, 2013. Pursuant to the terms of the Merger Agreement, upon closing of the merger, these Market Share Units will be cancelled and the holder will receive, per their election, an amount equal to $66.00 in cash per each MSU achieved share (as defined in the Merger Agreement), subject to proration. The MSU achieved shares equaled 1.33 times each Market Share Unit, based on the difference between the average closing prices of the Common Shares for the twenty trading days ending on February 27, 2015 and June 30, 2013.
- [F5]These Market Share Units were granted on July 23, 2012. Pursuant to the terms of the Merger Agreement, upon closing of the merger, these Market Share Units will be cancelled and the holder will receive, per their election, an amount equal to $66.00 in cash per each MSU achieved share (as defined in the Merger Agreement), subject to proration. The MSU achieved shares equaled 1.5 times each Market Share Unit, based on the difference between the average closing prices of the Common Shares for the twenty trading days ending on February 27, 2015 and June 30, 2012.
Issuer
PLATINUM UNDERWRITERS HOLDINGS LTD
CIK 0001171500
Entity typeoperating
IncorporatedBermuda
Related Parties
1- filerCIK 0001171500
Filing Metadata
- Form type
- 4
- Filed
- Mar 1, 7:00 PM ET
- Accepted
- Mar 2, 11:02 AM ET
- Size
- 15.2 KB