SEC Form 4 · accession 0001209191-15-020093
PLATINUM UNDERWRITERS HOLDINGS LTD · PTP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kenneth A Kurtzman
Officer — EVP, CRO & IR DIR - PASI
Period of report
Mar 2, 2015
Accepted (ET)
Mar 2, 2015 · 11:04 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 SharesF1,F2,F3 | Mar 2, 2015 | D | 44,972 | — | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Market Share UnitsF1,F3,F4 | — | Mar 2, 2015 | D | 4,886 | D | — | — | Common Shares | — | 0 | D |
| Market Share UnitsF1,F3,F5 | — | Mar 2, 2015 | D | 6,803 | D | — | — | Common Shares | — | 0 | D |
| Non-qualified Option (Right to Buy)F1,F3,F7,F6 | $33.92 | Mar 2, 2015 | D | 10,276 | D | — | Feb 20, 2018 | Common Shares | — | 0 | D |
| Non-qualified Option (Right to Buy)F1,F3,F7,F8 | $34.34 | Mar 2, 2015 | D | 23,239 | D | — | May 29, 2017 | Common Shares | — | 0 | 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 his election, an amount equal to 0.2960 common shares of RenaissanceRe and $35.96 in cash per each of his Common Shares, subject to proration. Fractional RenaissanceRe common shares will be paid in cash.
- 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 0.2960 common shares of RenaissanceRe and $35.96 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. Fractional RenaissanceRe common shares will be paid in cash.
- 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 0.2960 common shares of RenaissanceRe and $35.96 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. Fractional RenaissanceRe common shares will be paid in cash.
- 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 0.2960 common shares of RenaissanceRe and $35.96 in cash per each Common Share obtainable upon exercise of the Option, subject to proration. Fractional RenaissanceRe common shares will be paid in cash.
- F8The Option vested in four equal annual installments beginning on February 21, 2008.