SEC Form 4/A · accession 0001209191-15-028107
PLATINUM UNDERWRITERS HOLDINGS LTD · PTP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Reporting owner
A John Hass
Director
Period of report
Mar 2, 2015
Accepted (ET)
Mar 20, 2015 · 10:38 am EDT
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,F4 | Mar 2, 2015 | D | 14,827 | — | D | 0 | D |
Table II — derivative securities
No Table II lines on this filing.
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 were cancelled and the holder received, per his election, an amount equal to $66.00 in cash per each Common Share with respect to 14,077 of his Common Shares and an amount equal to $35.96 in cash and 0.2960 common shares of RenaissanceRe per each Common Share with respect to 750 of his Common Shares.
- F3This consideration amount was subject to adjustment due to possible proration calculations provided for in the Merger Agreement. Specifically, the cash election consideration was subject to proration if the un-prorated aggregate share consideration was less than 7,500,000 RenaissanceRe common shares, and the share election consideration was subject to proration if the un-prorated aggregate share consideration is greater than 7,500,000 RenaissanceRe common shares. This proration calculation has been finalized as of the date of this Form 4 and only the share election consideration was prorated.
- F4To gain access to the filing system, this line item is being re-reported only to amend footnotes 2 and 3 to state the exact amount of consideration received by the reporting person.