SEC Form 4 · accession 0001209191-15-020096
PLATINUM UNDERWRITERS HOLDINGS LTD · PTP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
Reporting owner
A John Hass
Director
Period of report
Mar 2, 2015
Accepted (ET)
Mar 2, 2015 · 11:05 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 | 14,827 | $66.00 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Share UnitsF1,F3,F4 | — | Mar 2, 2015 | D | 803 | D | — | — | Common Shares | 803 | 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 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.
- F4Pursuant to the terms of the Merger Agreement, upon closing of the merger, these Share Units will be cancelled and the holder will receive, per their election, an amount equal to $66.00 in cash per each Common Share underlying each Share Unit, subject to proration.