SEC Form 4 · accession 0001209191-16-101331
ASPEN INSURANCE HOLDINGS LTD · AHL-PD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael Cain
Officer — CEO, ABL & Group GC
Period of report
Feb 19, 2016
Accepted (ET)
Feb 23, 2016 · 3:28 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001267395
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Ordinary SharesF1 | Feb 19, 2016 | A | 12,565 | — | A | 39,267 | D | |
| Ordinary SharesF3 | Feb 22, 2016 | F | 3,644 | $45.50 | D | 35,623 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2013 Performance SharesF4,F5 | — | Feb 19, 2016 | A | 4,624 | A | — | — | Ordinary Shares | 4,624 | 12,565 | D |
| 2013 Performance SharesF4,F6 | — | Feb 19, 2016 | M | 12,565 | D | — | — | Ordinary Shares | 12,565 | 0 | D |
| 2014 Performance SharesF4,F7 | — | Feb 19, 2016 | A | 4,209 | A | — | — | Ordinary Shares | 4,209 | 10,016 | D |
| 2015 Performance SharesF4,F8 | — | Feb 19, 2016 | A | 3,671 | A | — | — | Ordinary Shares | 3,671 | 3,671 | D |
Explanation of responses
- F1Ordinary shares acquired upon mandatory conversion of Performance Shares in accordance with the performance conditions having been met.
- F2Ordinary shares sold in order to satisfy tax liability upon vesting of previously granted Performance Shares.
- F3The price is the weighted average sale price of the aggregate number of shares that were sold by the reporting person. These shares were sold in multiple transactions at prices ranging from $45.3500 to $45.5800. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.
- F4Each Performance Share represents the right to receive one share of the Issuer's Ordinary Shares.
- F5Represents 2013 Performance Shares eligible for vesting following the achievement of certain financial targets by the Issuer. One third of the 2013 Performance Share award is tested annually over a three-year period. All vested 2013 Performance Shares are issued following the filing of the annual report on Form 10-K for the year ended December 31, 2015.
- F6Represents mandatory conversion of all 2013 Performance Shares eligible for vesting following the achievement of certain financial targets by the Issuer and filing of the annual report on Form 10-K for the year ended December 31, 2015.
- F7Represents 2014 Performance Shares eligible for vesting following the achievement of certain financial targets by the Issuer. One third of the 2014 Performance Share award is tested annually over a three-year period. All vested 2014 Performance Shares are issued following the filing of the annual report on Form 10-K for the year ended December 31, 2016.
- F8Represents 2015 Performance Shares eligible for vesting following the achievement of certain financial targets by the Issuer. One third of the 2015 Performance Share award is tested annually over a three-year period. All vested 2015 Performance Shares will be issued following the filing of the annual report on Form 10-K for the year ended December 31, 2017.