SEC Form 4 · accession 0001209191-15-018002
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 22, 2015
Accepted (ET)
Feb 24, 2015 · 6:29 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 | 1,755 | $0.00 | A | 66,481 | D | |
| Common SharesF2 | Feb 22, 2015 | M | 918 | $0.00 | A | 67,399 | D | |
| Common SharesF3 | Feb 22, 2015 | D | 1,863 | $40.4481 | D | 65,536 | D | |
| Common SharesF4 | Feb 22, 2015 | F | 384 | $40.54 | D | 65,152 | 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 UnitsF1,F6,F5 | — | Feb 22, 2015 | M | 1,755 | D | — | — | Common Shares | 1,755 | 17,202 | D |
| Restricted Stock UnitsF2,F6,F7 | — | Feb 22, 2015 | M | 918 | D | — | — | Common Shares | 918 | 16,284 | D |
Explanation of responses
- F1On February 22, 2012, the reporting person was granted 7,020 Restricted Stock Units for no monetary consideration. The Restricted Stock Units convert into (i) 1,404 common shares and (ii) cash equal to the market value of 5,616 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 2,340 Restricted Stock Units converting into (i) 468 common shares and (ii) cash equal to the market value of 1,872 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 3,660 Restricted Stock Units for no monetary consideration. The Restricted Stock Units convert into (i) 1,830 common shares and (ii) cash equal to the market value of 1,830 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 1,220 Restricted Stock Units converting into (i) 610 common shares and (ii) cash equal to the market value of 610 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.
- F5The Restricted Stock Units vest in four equal installments with the first installment vesting on February 22, 2013.
- F6Represents Restricted Stock Units held by the reporting person that vest in whole or in part in cash.
- F7The Restricted Stock Units vested in four equal installments with the first installment vesting on February 22, 2012.