SEC Form 4 · accession 0001209191-15-017993
Allied World Assurance Co Holdings, AG · AWH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Scott A Carmilani
Officer — President, CEO and Chairman · Director
Period of report
Feb 22, 2015
Accepted (ET)
Feb 24, 2015 · 6:24 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 | Feb 22, 2015 | M | 16,962 | $0.00 | A | 1,227,695 | D | |
| Common SharesF2 | Feb 22, 2015 | M | 8,868 | $0.00 | A | 1,236,563 | D | |
| Common SharesF3 | Feb 22, 2015 | D | 18,003 | $40.4481 | D | 1,218,560 | D | |
| Common SharesF4 | Feb 22, 2015 | F | 4,138 | $40.54 | D | 1,214,422 | D | |
| Common SharesF5 | holding | — | — | — | 129,000 | I | By Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF1,F7,F6 | — | Feb 22, 2015 | M | 16,962 | D | — | — | Common Shares | 16,962 | 120,870 | D |
| Restricted Stock UnitsF2,F7,F8 | — | Feb 22, 2015 | M | 8,868 | D | — | — | Common Shares | 8,868 | 112,002 | D |
Explanation of responses
- F1On February 22, 2012, the reporting person was granted 67,854 Restricted Stock Units for no monetary consideration. The Restricted Stock Units convert into (i) 13,572 common shares and (ii) cash equal to the market value of 54,282 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 22,618 Restricted Stock Units converting into (i) 4,524 common shares and (ii) cash equal to the market value of 18,094 common shares. These amounts have been adjusted to reflect the issuer's 3-for-1 stock split paid on May 23, 2014.
- F2On February 22, 2011, the reporting person was granted 35,460 Restricted Stock Units for no monetary consideration. The Restricted Stock Units convert into (i) 17,730 common shares and (ii) cash equal to the market value of 17,730 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 11,820 Restricted Stock Units converting into (i) 5,910 common shares and (ii) cash equal to the market value of 5,910 common shares. These amounts have been adjusted to reflect the issuer's 3-for-1 stock split paid on May 23, 2014.
- F3The 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 prior to February 22, 2015, which was on a Sunday.
- F4Exclusively represents shares withheld by the Company with respect to the payment of withholding tax liability incurred upon the vesting of Restricted Stock Units.
- F5Represents 129,000 shares held by an irrevocable trust for the benefit of the reporting person's spouse and children.
- F6The Restricted Stock Units vest in four equal installments with the first installment vesting on February 22, 2013.
- F7Represents Restricted Stock Units held by the reporting person that vest in whole or in part in cash.
- F8The Restricted Stock Units vested in four equal installments with the first installment vesting on February 22, 2012.