SEC Form 4 · accession 0001209191-15-016343
Allied World Assurance Co Holdings, AG · AWH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John J Gauthier
Officer — EVP & CIO
Period of report
Feb 17, 2015
Accepted (ET)
Feb 19, 2015 · 7:52 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,F3 | Feb 17, 2015 | A | 11,457 | $0.00 | A | 69,716 | D | |
| Common SharesF4 | Feb 17, 2015 | F | 5,428 | $40.24 | D | 64,288 | D | |
| Common SharesF5 | Feb 18, 2015 | M | 1,662 | $0.00 | A | 65,950 | D | |
| Common SharesF6 | Feb 18, 2015 | D | 831 | $40.4465 | D | 65,119 | D | |
| Common SharesF7 | Feb 18, 2015 | F | 393 | $40.65 | D | 64,726 | D | |
| Common SharesF8 | Feb 19, 2015 | M | 1,875 | $0.00 | A | 66,601 | D | |
| Common SharesF9 | Feb 19, 2015 | D | 1,875 | $40.5293 | D | 64,726 | 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 UnitsF10,F3,F12,F11 | — | Feb 17, 2015 | A | 5,778 | A | — | — | Common Shares | 5,778 | 22,494 | D |
| Restricted Stock UnitsF5,F12,F13 | — | Feb 18, 2015 | M | 1,662 | D | — | — | Common Shares | 1,662 | 20,832 | D |
| Restricted Stock UnitsF8,F12,F14 | — | Feb 19, 2015 | M | 1,875 | D | — | — | Common Shares | 1,875 | 18,957 | 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.
- F10Grant 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.
- F11The Restricted Stock Units vest in four equal installments with the first installment vesting on February 17, 2016.
- F12Represents Restricted Stock Units held by the reporting person that vest in whole or in part in cash.
- F13The Restricted Stock Units vest in four equal installments with the first installment vesting on February 18, 2015.
- F14The Restricted Stock Units vest in four equal installments with the first installment vesting on February 19, 2014.
- F2Includes 387 common shares acquired on June 30, 2014 and 278 common shares acquired on December 31, 2014 pursuant to the Company's Amended and Restated 2008 Employee Share Purchase Plan.
- F3Reflects the issuer's 3-for-1 stock split paid on May 23, 2014.
- F4Exclusively represents shares withheld by the Company with respect to the payment of withholding tax liability incurred upon the vesting of the performance-based awards.
- F5On February 18, 2014, the reporting person was granted 6,660 Restricted Stock Units for no monetary consideration. The Restricted Stock Units convert into (i) 3,330 common shares and (ii) cash equal to the market value of 3,330 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 2,220 Restricted Stock Units converting into (i) 1,110 common shares and (ii) cash equal to the market value of 1,110 common shares. These amounts have been adjusted to reflect the issuer's 3-for-1 stock split paid on May 23, 2014.
- F6The 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.
- F7Exclusively represents shares withheld by the Company with respect to the payment of withholding tax liability incurred upon the vesting of Restricted Stock Units.
- F8On February 19, 2013, the reporting person was granted 7,503 Restricted Stock Units for no monetary consideration. The Restricted Stock Units convert into cash equal to the market value of 7,503 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 2,501 Restricted Stock Units that convert into cash equal to the market value of the 2,501 common shares. The amount has been adjusted to reflect the issuer's 3-for-1 stock split paid on May 23, 2014.
- F9The 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.