SEC Form 4 · accession 0001209191-16-102095
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, 2016
Accepted (ET)
Feb 24, 2016 · 7:26 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, 2016 | A | 10,174 | $0.00 | A | 77,731 | D | |
| Common SharesF2 | Feb 22, 2016 | F | 3,956 | $31.95 | D | 73,775 | D | |
| Common SharesF3 | Feb 22, 2016 | M | 1,755 | $0.00 | A | 75,530 | D | |
| Common SharesF4 | Feb 22, 2016 | D | 1,404 | $31.4723 | D | 74,126 | D | |
| Comnmon SharesF5 | Feb 22, 2016 | F | 134 | $31.95 | D | 73,992 | 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 UnitsF6,F8,F7 | — | Feb 22, 2016 | A | 5,132 | A | — | — | Common Shares | 5,132 | 16,430 | D |
| Restricted Stock UnitsF3,F8,F9 | — | Feb 22, 2016 | M | 1,755 | D | — | — | Common Shares | 1,755 | 14,675 | D |
Explanation of responses
- F1Represents the Company's common shares that were earned pursuant to a 2013 performance-based award for no monetary consideration and which vested at 113% 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.
- F2Exclusively represents shares withheld by the Company with respect to the payment of withholding tax liability incurred upon the vesting of performance-based awards.
- F3On 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.
- F4The 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 22, 2016.
- F5Exclusively represents shares withheld by the Company with respect to the payment of withholding tax liability incurred upon the vesting of Restricted Stock Units.
- F6Grant of Restricted Stock Units for no monetary consideration. Restricted Stock Units convert into (i) 4,106 common shares of the Company and (ii) cash equal to the market value of 1,026 common shares (measured at the date of vesting) upon the vesting of such Restricted Stock Units.
- F7The Restricted Stock Units vest in four equal installments with the first installment vesting on February 22, 2017.
- F8Represents Restricted Stock Units held by the reporting person that vest in whole or in part in cash.
- F9The Restricted Stock Units vested in four equal installments with the first installment vesting on February 22, 2013.