4//SEC Filing
RIVERS CAROL S 4
Accession 0001255783-13-000004
CIK 0001141719other
Filed
May 2, 8:00 PM ET
Accepted
May 3, 5:26 PM ET
Size
16.6 KB
Accession
0001255783-13-000004
Insider Transaction Report
Form 4
RIVERS CAROL S
General Counsel & Secretary
Transactions
- Disposition to Issuer
Common Shares
2013-05-01−842→ 47,955 total - Exercise/Conversion
Common Shares
2013-05-01$26.48/sh+4,519$119,663→ 52,474 total - Tax Payment
Common Shars
2013-05-01$32.55/sh−3,677$119,686→ 48,797 total - Disposition to Issuer
Common Shares
2013-05-01−47,955→ 0 total - Exercise Out-of-Money
Warrant (right to buy shares)
2013-05-01−4,519→ 0 totalExercise: $26.48Exp: 2016-05-15→ Common Shares (4,519 underlying) - Disposition to Issuer
Options (right to buy shares)
2013-05-01−56,653→ 0 totalExercise: $26.48Exp: 2016-06-19→ Common Shares (56,653 underlying)
Footnotes (7)
- [F1]Warrants exercised pursuant to a cashless exercise in which 3,677 shares were withheld to pay the exercise price based on a per share price of $32.55, which equaled the last reported sale price for the common shares of Alterra Capital Holdings Limited (the "Issuer") as reported on NASDAQ Global Select Market on April 30, 2013. Cash was paid in lieu of fractional shares of the Issuer in the cashless exercise based on the average (weighted by daily trading volume) of the last reported price for the Issuer on NASDAQ Global Select Market for each of the 20 consecutive trading days immediately prior to the exercise of the warrant. In addition, the Issuer paid out certain accrued dividends in cash upon the exercise of the warrants.
- [F2]All warrants are held by the Trust dated 9/14/2001 of which Carol S. Rivers is the sole trustee and sole beneficiary.
- [F3]Disposed of pursuant to the Agreement and Plan of Merger, dated as of December 18, 2012 (the "Merger Agreement") between Alterra Capital Holdings Ltd. (the "Issuer"), Markel Corporation ("Markel") and Commonwealth Merger Subsidiary Limited in exchange on a per share basis for (i) the amount of shares of Markel common stock equal to the number of shares of Issuer common stock multiplied by 0.04315 plus (ii) $10.00 in cash, without interest, together with any cash paid in lieu of fractional shares relating to each award and form of ownership.
- [F4]Restricted stock of the Issuer that did not automatically vest upon the closing of the transactions contemplated by the Merger Agreement (the "Closing") disposed of pursuant to the Merger Agreement in exchange on a per share basis for the amount of shares of Markel restricted stock equal to the number of shares of Issuer restricted stock multiplied by the Incentive Exchange Ratio, together with any cash paid in lieu of fractional shares. The Incentive Exchange Ratio is (i) 0.04315 plus (ii) (a) $10.00 divided by (b) the volume weighted average share price per share of Markel common stock for the five consecutive trading days immediately preceding the second trading day before the closing date.
- [F5]Warrant is immediately exercisable.
- [F6]All options are immedilatey exercisable.
- [F7]Disposed of pursuant to the Merger Agreement in exchange for options exercisable for shares of Markel common stock (equal in number to the number of shares of Issuer common stock subject to the options multiplied by the Incentive Exchange Ratio) at an exercise price equal to the exercise price as of immediately prior to the Closing divided by the Incentive Exchange Ratio, together with any cash paid in lieu of fractional shares.
Documents
Issuer
ALTERRA CAPITAL HOLDINGS Ltd
CIK 0001141719
Entity typeother
Related Parties
1- filerCIK 0001255783
Filing Metadata
- Form type
- 4
- Filed
- May 2, 8:00 PM ET
- Accepted
- May 3, 5:26 PM ET
- Size
- 16.6 KB