SEC Form 4 · accession 0001179755-17-000031
ENDURANCE SPECIALTY HOLDINGS LTD · ENH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John Charman
Officer — Chmn & Chief Executive Officer · Director
Period of report
Mar 28, 2017
Accepted (ET)
Mar 30, 2017 · 6:16 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 | 284,731 | $93.00 | D | 0 | I | By The Prometheus Trust |
| Ordinary Shares, par value $1.00 per shareF3 | Mar 28, 2017 | D | 284,731 | $93.00 | D | 0 | I | By The Fortis Trust |
| Ordinary Shares, par value $1.00 per shareF4 | Mar 28, 2017 | D | 971,255 | $93.00 | D | 0 | D | |
| Ordinary Shares, par value $1.00 per shareF5 | Mar 28, 2017 | D | 1,812,156 | $93.00 | D | 0 | I | By Dragon Global Holdings Ltd. |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| OptionF6 | $48.20 | Mar 28, 2017 | M | 160,000 | D | May 28, 2013 | May 28, 2023 | Ordinary Shares | 160,000 | 0 | D |
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. Charman disclaims beneficial ownership of the shares held by The Prometheus Trust.
- F3Mr. Charman disclaims beneficial ownership of the shares held by The Fortis Trust.
- F4Includes 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.
- F5Mr. Charman disclaims beneficial ownership of the shares held by Dragon Global Holdings Ltd.
- F6At the effective time of the Merger (as defined below), each option granted by Endurance outstanding and unexercised immediately prior to the Merger (whether or not vested or exercisable) vested in full, was cancelled and was converted into the right to receive an amount in cash equal to the excess, if any, of $93.00 over the exercise price payable in respect of each ordinary share issuable under such option.