SEC Form 4 · accession 0001209191-17-044602

Allied World Assurance Co Holdings, AG · AWH

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

John Justin McElroy

Officer — COO

Period of report

Jul 6, 2017

Accepted (ET)

Jul 10, 2017 · 4:42 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 Shares	Apr 7, 2017	G	18,218	$0.00	D	0	D
Common Shares^F1	Apr 7, 2017	G	18,218	$0.00	A	95,135	I	By trust
Common Shares^F3	Jul 6, 2017	U	95,135	—	D	0	I	By trust

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Employee Stock Options (right to buy)^F5,F4	$20.50	Jul 6, 2017	D	13,290	D	—	Feb 22, 2021	Common Shares	13,290	D
Restricted Stock Units^F6	—	Jul 6, 2017	D	6,087	D	—	—	Common Shares	6,087	D
Performance-based Awards^F7	—	Jul 6, 2017	D	23,695	D	—	—	Common Shares	23,695	D

Explanation of responses

F1Represents shares held by an irrevocable trust for the benefit of the reporting person's children.
F2Disposed 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").
F3Each 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").
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).