SEC Form 4 · accession 0001561304-19-000004

ASPEN INSURANCE HOLDINGS LTD · AHL-PD

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Michael Cain

Officer — CEO, AIUK, AMAL & Group GC

Period of report

Feb 13, 2019

Accepted (ET)

Feb 15, 2019 · 5:33 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
Ordinary Shares^F1	Feb 13, 2019	A	1,385	—	A	65,866	D
Ordinary Shares	Feb 13, 2019	F	332	$42.51	D	65,534	D
Ordinary Shares^F4	Feb 15, 2019	D	65,534	$42.75	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
2016 Performance Shares^F5,F6	—	Feb 13, 2019	M	1,385	D	—	—	Ordinary Shares	1,385	D
Restricted Share Units (2017 Grant)^F7,F9,F8	—	Feb 15, 2019	D	1,112	D	—	—	Ordinary Shares	1,112	D
Restricted Share Units (2018 Grant)^F7,F11,F10	—	Feb 15, 2019	D	2,416	D	—	—	Ordinary Shares	2,416	D

Explanation of responses

F1Ordinary shares acquired upon mandatory conversion of Performance Shares in accordance with the performance conditions having been met.
F10At the time of grant on February 9, 2018, the 2018 Restricted Share Units were scheduled to vest annually in increments of one third on the anniversary of the grant date over a three-year period, in each case subject to the Reporting Person's continued service, unless terminated without cause or by the Reporting Person for good reason.
F11At the effective time of the Merger, each 2018 Restricted Share Unit that was outstanding immediately prior to the effective time of the Merger was cancelled and converted into the right to receive a lump-sum amount in cash, without interest, equal to the product of (x) the sum of (1) $42.75 and (2) any per share accrued dividend equivalents times (y) the number of ordinary shares subject to such 2018 Restricted Share Unit award, which had not previously been settled.
F2Ordinary shares withheld in order to satisfy tax liability upon vesting of previously granted Performance Shares.
F3This Form 4 is being filed, in part, as a result of the closing on February 15, 2019 of the merger (the "Merger") as described in the Agreement and Plan of Merger, dated as of August 27, 2018 (the "Merger Agreement") among Aspen Insurance Holdings Limited (the "Issuer"), Highlands Holdings, Ltd., and Highlands Merger Sub, Ltd.
F4At the effective time of the Merger, each outstanding ordinary share of the Issuer was converted into a right to receive a cash payment of $42.75 without any interest and less any applicable withholding tax.
F5Each Performance Share represents the right to receive one share of the Issuer's Ordinary Shares.
F6Represents 2016 Performance Shares eligible for vesting following the achievement of certain financial targets by the Issuer. One third of the 2016 Performance Share award was tested annually over a three-year period. All vested 2016 Performance Shares were issued following the filing of the annual report on Form 10-K for the year ended December 31, 2018.
F7Each Restricted Share Unit represents the right to receive one share of the Issuer's Ordinary Shares.
F8At the time of grant on February 10, 2017, the 2017 Restricted Share Units were scheduled to vest annually in increments of one third on the anniversary of the grant date over a three-year period, in each case subject to the Reporting Person's continued service, unless terminated without cause or by the Reporting Person for good reason.
F9At the effective time of the Merger, each 2017 Restricted Share Unit that was outstanding immediately prior to the effective time of the Merger was cancelled and converted into the right to receive a lump-sum amount in cash, without interest, equal to the product of (x) the sum of (1) $42.75 and (2) any per share accrued dividend equivalents times (y) the number of ordinary shares subject to such 2017 Restricted Share Unit award, which had not previously been settled.