SEC Form 4/A · accession 0001209191-15-028108
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
H Elizabeth Mitchell
Officer — President & CEO - Platinum US
Period of report
Mar 2, 2015
Accepted (ET)
Mar 20, 2015 · 10:39 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 | 67,561 | — | 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 her election, an amount equal to 0.4073 common shares of RenaissanceRe and $24.66 in cash per each of her Common Shares with respect to 59,231 of her Common Shares and $66.00 in cash per each of her Common Shares with respect to 8,330 of her Common Shares. Fractional RenaissanceRe common shares were paid in cash.
- F3This consideration amount was prorated as provided for in the Merger Agreement. Specifically, the share consideration was prorated so that the reporting person received 0.4073 RenaissanceRe common shares and $24.66 in cash per each of her 59,231 Common Shares pursuant to which she made the share consideration election, rather than 0.6504 RenaissanceRe common shares.
- 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 the reporting person received following adjustments due to proration.