Brown Heather 4
4 · ASPEN INSURANCE HOLDINGS LTD · Filed Feb 15, 2019
Insider Transaction Report
Form 4
Brown Heather
Group HR Director
Transactions
- Exercise/Conversion
Phantom Shares (2016 Grant)
2019-02-13−86→ 0 total→ Ordinary Shares (86 underlying) - Disposition to Issuer
Restricted Share Units (2018 Grant)
2019-02-15−2,333→ 0 total→ Ordinary Shares (2,333 underlying) - Disposition to Issuer
Ordinary Shares
2019-02-15$42.75/sh−1,402$59,936→ 0 total - Disposition to Issuer
Restricted Share Units (2017 Grant)
2019-02-15−385→ 0 total→ Ordinary Shares (385 underlying)
Footnotes (9)
- [F1]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.
- [F2]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.
- [F3]Each Phantom Share represents the right to receive the economic equivalent of one of the Issuer's Ordinary Shares.
- [F4]Represents 2016 Phantom Shares eligible for vesting following the achievement of certain financial targets by the Issuer. One-third of the 2016 Phantom Share award was tested annually over a three-year period. Subject to continued employment, all vested 2016 Phantom Shares were settled in cash upon the filing of the annual report on Form 10-K for the year ended December 31, 2018.
- [F5]Each Restricted Share Unit represents the right to receive one share of the Issuer's Ordinary Shares.
- [F6]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.
- [F7]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.
- [F8]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.
- [F9]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.