SEC Form 4 · accession 0001179755-17-000020
ENDURANCE SPECIALTY HOLDINGS LTD · ENH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Norman Barham
Director
Period of report
Mar 28, 2017
Accepted (ET)
Mar 30, 2017 · 6:11 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001179755
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Ordinary Shares, par value $1.00 per shareF2 | Mar 28, 2017 | D | 1,084 | $93.00 | D | 0 | I | David Barham Irrevocable Trust |
| Ordinary Shares, par value $1.00 per shareF3 | Mar 28, 2017 | D | 24,899 | $93.00 | D | 0 | D | |
| Ordinary Shares, par value $1.00 per shareF4 | Mar 28, 2017 | D | 1,084 | $93.00 | D | 0 | I | Mindee Barham Irrevocable Trust |
| Ordinary Shares, par value $1.00 per shareF5 | Mar 28, 2017 | D | 4,500 | $93.00 | D | 0 | I | Carole A. and Norman Barham Family Foundation |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Disposed of pursuant to the Agreement and Plan of Merger, dated October 5, 2016 (as amended by Amendment No. 1, dated as of December 1, 2016), by and among Sompo Holdings, Inc. ("Sompo"), Endurance Specialty Holdings Ltd. ("Endurance") and Volcano International Limited, an indirect, wholly-owned subsidiary of Sompo ("Volcano"), whereby Volcano merged with and into Endurance (the "Merger"), with Endurance surviving the Merger as an indirect, wholly-owned subsidiary of Sompo. At the effective time of the Merger, each issued and outstanding ordinary share of Endurance was automatically canceled and converted into the right to receive $93.00 in cash.
- F2Mr. Barham disclaims ownership of the shares held by the David Barham Irrevocable Trust.
- F3Includes all shares held directly by the Reporting Person immediately prior to the Merger, including previously granted restricted shares, each of which, at the effective time of the Merger, vested in full and was converted into the right to receive $93.00 in cash.
- F4Mr. Barham disclaims ownership of the shares held by the Mindee Barham Irrevocable Trust.
- F5Mr. Barham is a trustee but not a beneficiary of The Carole A. and Norman Barham Family Foundation. Mr. Barham disclaims beneficial ownership of the shares held by The Carole A. and Norman Barham Family Foundation.