4//SEC Filing
Cain Michael 4
Accession 0001561304-19-000004
CIK 0001267395other
Filed
Feb 14, 7:00 PM ET
Accepted
Feb 15, 5:33 PM ET
Size
20.5 KB
Accession
0001561304-19-000004
Insider Transaction Report
Form 4
Cain Michael
Group General Counsel
Transactions
- Exercise/Conversion
2016 Performance Shares
2019-02-13−1,385→ 0 total→ Ordinary Shares (1,385 underlying) - Award
Ordinary Shares
2019-02-13+1,385→ 65,866 total - Disposition to Issuer
Ordinary Shares
2019-02-15$42.75/sh−65,534$2,801,579→ 0 total - Disposition to Issuer
Restricted Share Units (2018 Grant)
2019-02-15−2,416→ 0 total→ Ordinary Shares (2,416 underlying) - Tax Payment
Ordinary Shares
2019-02-13$42.51/sh−332$14,113→ 65,534 total - Disposition to Issuer
Restricted Share Units (2017 Grant)
2019-02-15−1,112→ 0 total→ Ordinary Shares (1,112 underlying)
Footnotes (11)
- [F1]Ordinary shares acquired upon mandatory conversion of Performance Shares in accordance with the performance conditions having been met.
- [F10]At the time of grant on February 9, 2018, the 2018 Restricted Share Units were scheduled to vest annually in increments of one third on the anniversary of the grant date over a three-year period, in each case subject to the Reporting Person's continued service, unless terminated without cause or by the Reporting Person for good reason.
- [F11]At the effective time of the Merger, each 2018 Restricted Share Unit that was outstanding immediately prior to the effective time of the Merger was cancelled and converted into the right to receive a lump-sum amount in cash, without interest, equal to the product of (x) the sum of (1) $42.75 and (2) any per share accrued dividend equivalents times (y) the number of ordinary shares subject to such 2018 Restricted Share Unit award, which had not previously been settled.
- [F2]Ordinary shares withheld in order to satisfy tax liability upon vesting of previously granted Performance Shares.
- [F3]This Form 4 is being filed, in part, as a result of the closing on February 15, 2019 of the merger (the "Merger") as described in the Agreement and Plan of Merger, dated as of August 27, 2018 (the "Merger Agreement") among Aspen Insurance Holdings Limited (the "Issuer"), Highlands Holdings, Ltd., and Highlands Merger Sub, Ltd.
- [F4]At the effective time of the Merger, each outstanding ordinary share of the Issuer was converted into a right to receive a cash payment of $42.75 without any interest and less any applicable withholding tax.
- [F5]Each Performance Share represents the right to receive one share of the Issuer's Ordinary Shares.
- [F6]Represents 2016 Performance Shares eligible for vesting following the achievement of certain financial targets by the Issuer. One third of the 2016 Performance Share award was tested annually over a three-year period. All vested 2016 Performance Shares were issued following the filing of the annual report on Form 10-K for the year ended December 31, 2018.
- [F7]Each Restricted Share Unit represents the right to receive one share of the Issuer's Ordinary Shares.
- [F8]At the time of grant on February 10, 2017, the 2017 Restricted Share Units were scheduled to vest annually in increments of one third on the anniversary of the grant date over a three-year period, in each case subject to the Reporting Person's continued service, unless terminated without cause or by the Reporting Person for good reason.
- [F9]At the effective time of the Merger, each 2017 Restricted Share Unit that was outstanding immediately prior to the effective time of the Merger was cancelled and converted into the right to receive a lump-sum amount in cash, without interest, equal to the product of (x) the sum of (1) $42.75 and (2) any per share accrued dividend equivalents times (y) the number of ordinary shares subject to such 2017 Restricted Share Unit award, which had not previously been settled.
Issuer
ASPEN INSURANCE HOLDINGS LTD
CIK 0001267395
Entity typeother
Related Parties
1- filerCIK 0001561304
Filing Metadata
- Form type
- 4
- Filed
- Feb 14, 7:00 PM ET
- Accepted
- Feb 15, 5:33 PM ET
- Size
- 20.5 KB