SEC Form 4 · accession 0001179755-17-000039
ENDURANCE SPECIALTY HOLDINGS LTD · ENH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Christopher Gallagher
Officer — Chief Risk Officer
Period of report
Mar 28, 2017
Accepted (ET)
Mar 30, 2017 · 6:20 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 share | Mar 28, 2017 | D | 782 | $0.00 | D | 25,404 | D | |
| Ordinary Shares, par value $1.00 per shareF3 | Mar 28, 2017 | D | 25,404 | $93.00 | D | 0 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Outstanding performance-based restricted shares vested based on the Company's total shareholder return relative to the peer group designated by the Company's Compensation Committee over a period beginning on the January 1 prior to the grant date and ending on March 28, 2017. The number of shares on the Reporting Person's Form 4 for each grant of performance-based restricted shares was the maximum number of shares that could be earned under such grant. The actual number of performance-based restricted shares vested on March 28, 2017 was equal to 87% of the number of performance-based restricted shares reported upon grant in 2016. The number of shares reported on this line represents the difference between the number of performance-based restricted shares originally reported and the number of ordinary shares actually vested.
- F2Disposed 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.
- F3Includes all shares held 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.