SEC Form 4 · accession 0001209191-15-020092

PLATINUM UNDERWRITERS HOLDINGS LTD · PTP

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

Reporting owner

Michael E Lombardozzi

Officer — Pres, CEO & CLO - PASI

Period of report

Mar 2, 2015

Accepted (ET)

Mar 2, 2015 · 11:03 am EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001171500

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Shares^F1,F2,F3	Mar 2, 2015	D	69,179	$66.00	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Market Share Units^F1,F3,F4	—	Mar 2, 2015	D	8,283	D	—	—	Common Shares	—	D
Market Share Units^F1,F3,F5	—	Mar 2, 2015	D	11,628	D	—	—	Common Shares	—	D
Non-qualified Option (Right to Buy)^F1,F3,F7,F6	$33.92	Mar 2, 2015	D	32,065	D	—	Feb 20, 2018	Common Shares	—	D

Explanation of responses

F1Disposed of in connection with the Agreement and Plan of Merger ("Merger Agreement") between the Issuer, RenaissanceRe Holdings Ltd. ("RenaissanceRe") and Port Holdings Ltd., dated as of November 23, 2014.
F2Pursuant to the terms of the Merger Agreement, upon closing of the merger, these Common Shares will be cancelled and the holder will receive, per their election, an amount equal to $66.00 in cash per each Common Share, subject to proration.
F3This consideration amount is subject to adjustment due to possible proration calculations provided for in the Merger Agreement. Specifically, the cash election consideration is subject to proration if the un-prorated aggregate share consideration is less than 7,500,000 RenaissanceRe common shares, and the share election consideration is subject to proration if the un-prorated aggregate share consideration is greater than 7,500,000 RenaissanceRe common shares. This proration calculation has not been finalized as of the date of this Form 4 and thus it is not possible to determine the exact amount of consideration to be received by the reporting person as of the date of this Form 4. Once the exact amount of consideration is determined, the reporting person will file an amendment to this Form 4, if necessary.
F4These Market Share Units were granted on July 24, 2013. Pursuant to the terms of the Merger Agreement, upon closing of the merger, these Market Share Units will be cancelled and the holder will receive, per their election, an amount equal to $66.00 in cash per each MSU achieved share (as defined in the Merger Agreement), subject to proration. The MSU achieved shares equaled 1.33 times each Market Share Unit, based on the difference between the average closing prices of the Common Shares for the twenty trading days ending on February 27, 2015 and June 30, 2013.
F5These Market Share Units were granted on July 23, 2012. Pursuant to the terms of the Merger Agreement, upon closing of the merger, these Market Share Units will be cancelled and the holder will receive, per their election, an amount equal to $66.00 in cash per each MSU achieved share (as defined in the Merger Agreement), subject to proration. The MSU achieved shares equaled 1.5 times each Market Share Unit, based on the difference between the average closing prices of the Common Shares for the twenty trading days ending on February 27, 2015 and June 30, 2012.
F6The Option vested in four equal annual installments beginning on February 20, 2009.
F7Pursuant to the terms of the Merger Agreement, upon closing of the merger, these Options will be cancelled and the holder will receive, per their election, an amount equal to $66.00 in cash per each Common Share obtainable upon exercise of the Option, subject to proration.