4//SEC Filing
Cain Michael 4
Accession 0001561304-19-000006
CIK 0001267395other
Filed
Feb 19, 7:00 PM ET
Accepted
Feb 20, 1:26 PM ET
Size
17.7 KB
Accession
0001561304-19-000006
Insider Transaction Report
Form 4
Cain Michael
Group General Counsel
Transactions
- Disposition to Issuer
2017 Performance Shares
2019-02-15−3,335→ 0 total→ Ordinary Shares (3,335 underlying) - Award
2017 Performance Shares
2019-02-15+3,335→ 3,335 total→ Ordinary Shares (3,335 underlying) - Award
Performance Shares (2018 Grant)
2019-02-15+7,250→ 7,250 total→ Ordinary Shares (7,250 underlying) - Disposition to Issuer
Performance Shares (2018 Grant)
2019-02-15−7,250→ 0 total→ Ordinary Shares (7,250 underlying)
Footnotes (6)
- [F1]Each Performance Share represents the right to receive one share of the Issuer's Ordinary Shares.
- [F2]At the time of grant on February 10, 2017, the 2017 Performance Shares were eligible for vesting following the achievement of certain financial targets by the Issuer. Prior to the Merger, one third of the 2017 Performance Share award was tested annually over a three-year period. All vested 2017 Performance Shares would have been issued following the filing of the annual report on Form 10-K for the year ended December 31, 2019. Two thirds of the 2017 Performance Shares were forfeited based on the Issuer's 2017 and 2018 adjusted annual growth in diluted book value per ordinary share test and one third of the 2017 Performance Shares vested at target payout levels in connection with the Merger.
- [F3]At the effective time of the Merger, each 2017 Performance Share outstanding immediately prior to the Merger was, to the extent not vested, fully vested, and was canceled and converted into the right to receive a lump-sum amount in cash, equal to $42.75, without interest and less any applicable tax withholding, per 2017 Performance Share.
- [F4]This Form 4 is being filed 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.
- [F5]At the time of grant on February 9, 2018, the 2018 Performance Shares were eligible for vesting following the achievement of certain financial targets by the Issuer. Prior to the Merger, one third of the 2018 Performance Share award was tested annually over a three-year period. All vested 2018 Performance Shares would have been issued following the filing of the annual report on Form 10-K for the year ended December 31, 2020. One third of the 2018 Performance Shares were forfeited based on the Issuer's 2018 adjusted annual growth in diluted book value per ordinary share test and two thirds of the 2018 Performance Shares vested at target payout levels in connection with the Merger.
- [F6]At the effective time of the Merger, each 2018 Performance Share outstanding immediately prior to the Merger was, to the extent not vested, fully vested, and was canceled and converted into the right to receive a lump-sum amount in cash, equal to $42.75, without interest and less any applicable tax withholding, per 2018 Performance Share.
Issuer
ASPEN INSURANCE HOLDINGS LTD
CIK 0001267395
Entity typeother
Related Parties
1- filerCIK 0001561304
Filing Metadata
- Form type
- 4
- Filed
- Feb 19, 7:00 PM ET
- Accepted
- Feb 20, 1:26 PM ET
- Size
- 17.7 KB