SEC Form 4 · accession 0001209191-17-044581
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
Jul 6, 2017
Accepted (ET)
Jul 10, 2017 · 4:34 pm EDT
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 SharesF2 | Jul 6, 2017 | U | 1,271,144 | — | D | 0 | D | |
| Common SharesF3,F2 | Jul 6, 2017 | U | 139,000 | — | D | 0 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Options (right to buy)F5,F4 | $20.50 | Jul 6, 2017 | D | 134,415 | D | — | Feb 22, 2021 | Common Shares | 134,415 | 0 | D |
| Restricted Stock UnitsF6 | — | Jul 6, 2017 | D | 45,604 | D | — | — | Common Shares | 45,604 | 0 | D |
| Performance-based AwardsF7 | — | Jul 6, 2017 | D | 176,709 | D | — | — | Common Shares | 176,709 | 0 | D |
Explanation of responses
- F1Disposed of in an exchange offer (the "Offer") by a wholly-owned subsidiary of Fairfax Financial Holdings Limited, a Canadian corporation ("Fairfax"), to acquire all of the outstanding common shares, par value CHF 4.10 per share, of the Issuer, pursuant to the terms, and subject to the conditions, of that certain Agreement and Plan of Merger, dated as of December 18, 2016, between Fairfax and the Issuer (the "Merger Agreement").
- F2Each share of the Issuer was exchanged for (i) cash consideration of $23.00, (ii) a special cash dividend of $5.00 and (iii) 0.057937 of a share of subordinate voting stock at Fairfax (the "Merger Consideration").
- F3Represents 139,000 shares held by an irrevocable trust for the benefit of the reporting person's spouse and children.
- F4These stock options vested in four equal annual installments with the first installment vesting on February 22, 2012.
- F5Pursuant to the Merger Agreement, each outstanding stock option was automatically cancelled and converted into the right to receive an amount in cash equal to the excess of the Merger Consideration (with the Merger Consideration being converted into cash as of the time of completion of the Offer) over the applicable exercise price of the option.
- F6Pursuant to the Merger Agreement, outstanding Restricted Stock Units became fully vested in connection with the completion of the Offer and were automatically cancelled and converted into the right to receive an amount in cash equal to the Merger Consideration (with the Merger Consideration being converted into cash as of the time of completion of the Offer).
- F7Pursuant to the Merger Agreement, outstanding performance-based awards became fully vested based on the target specified in the applicable performance-based award in connection with the completion of the Offer and were automatically cancelled and converted into the right to receive an amount in cash equal to the Merger Consideration (with the Merger Consideration being converted into cash as of the time of completion of the Offer).