SEC Form 4 · accession 0001209191-15-016333
Allied World Assurance Co Holdings, AG · AWH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John Bender
Officer — CEO, Allied World Re Mgt Co
Period of report
Feb 17, 2015
Accepted (ET)
Feb 19, 2015 · 7:45 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001163348
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common SharesF1,F2 | Feb 17, 2015 | A | 15,276 | $0.00 | A | 133,485 | D | |
| Common SharesF3 | Feb 17, 2015 | F | 7,505 | $40.24 | D | 125,980 | D | |
| Common SharesF4 | Feb 18, 2015 | M | 1,476 | $0.00 | A | 127,456 | D | |
| Common SharesF5 | Feb 18, 2015 | D | 738 | $40.4465 | D | 126,718 | D | |
| Common SharesF6 | Feb 18, 2015 | F | 362 | $40.65 | D | 126,356 | D | |
| Common SharesF7 | Feb 19, 2015 | M | 1,767 | $0.00 | A | 128,123 | D | |
| Common SharesF8 | Feb 19, 2015 | D | 1,767 | $40.5293 | D | 126,356 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF9,F2,F11,F10 | — | Feb 17, 2015 | A | 5,778 | A | — | — | Common Shares | 5,778 | 22,746 | D |
| Restricted Stock UnitsF4,F11,F12 | — | Feb 18, 2015 | M | 1,476 | D | — | — | Common Shares | 1,476 | 21,270 | D |
| Restricted Stock UnitsF7,F11,F13 | — | Feb 19, 2015 | M | 1,767 | D | — | — | Common Shares | 1,767 | 19,503 | D |
Explanation of responses
- F1Represents the Company's common shares that were earned pursuant to a 2012 performance-based award for no monetary consideration and which vested at 136% of target based on the achievement of pre-established performance criteria during the applicable three-year performance period established under the Company's Third Amended and Restated 2004 Stock Incentive Plan.
- F10The Restricted Stock Units vest in four equal installments with the first installment vesting on February 17, 2016.
- F11Represents Restricted Stock Units held by the reporting person that vest in whole or in part in cash.
- F12The Restricted Stock Units vest in four equal installments with the first installment vesting on February 18, 2015.
- F13The Restricted Stock Units vest in four equal installments with the first installment vesting on February 19, 2014.
- F2Reflects the issuer's 3-for-1 stock split paid on May 23, 2014.
- F3Exclusively represents shares withheld by the Company with respect to the payment of withholding tax liability incurred upon the vesting of the performance-based awards.
- F4On February 18, 2014, the reporting person was granted 5,922 Restricted Stock Units for no monetary consideration. The Restricted Stock Units convert into (i) 2,961 common shares and (ii) cash equal to the market value of 2,961 common shares (measured at the date of vesting) upon the vesting of such Restricted Stock Units. These Restricted Stock Units were previously reported as a grant of 1,974 Restricted Stock Units converting into (i) 987 common shares and (ii) cash equal to the market value of 987 common shares. These amounts have been adjusted to reflect the issuer's 3-for-1 stock split paid on May 23, 2014.
- F5The fair market value of the cash portion was determined using the daily volume-weighted average sales price of the common shares for the five consecutive trading days up to and including February 18, 2015.
- F6Exclusively represents shares withheld by the Company with respect to the payment of withholding tax liability incurred upon the vesting of Restricted Stock Units.
- F7On February 19, 2013, the reporting person was granted 7,062 Restricted Stock Units for no monetary consideration. The Restricted Stock Units convert into cash equal to the market value of 7,062 common shares (measured at the date of vesting) upon the vesting of such Restricted Stock Units. These Restricted Stock Units were previously reported as a grant of 2,354 Restricted Stock Units that convert into cash equal to the market value of the 2,354 common shares. The amount has been adjusted to reflect the issuer's 3-for-1 stock split paid on May 23, 2014.
- F8The fair market value was determined using the daily volume-weighted average sales price of the common shares for the five consecutive trading days up to and including February 19, 2015.
- F9Grant of Restricted Stock Units for no monetary consideration. Restricted Stock Units convert into (i) 3,467 common shares and (ii) cash equal to the market value of 2,311 common shares (measured at the date of vesting) upon the vesting of such Restricted Stock Units.