SEC Form 4 · accession 0001561304-19-000006
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 15, 2019
Accepted (ET)
Feb 20, 2019 · 1:26 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001267395
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2017 Performance SharesF1,F3,F2 | — | Feb 15, 2019 | A | 3,335 | A | — | — | Ordinary Shares | 3,335 | 3,335 | D |
| 2017 Performance SharesF1,F3,F2 | — | Feb 15, 2019 | D | 3,335 | D | — | — | Ordinary Shares | 3,335 | 0 | D |
| Performance Shares (2018 Grant)F1,F6,F5 | — | Feb 15, 2019 | A | 7,250 | A | — | — | Ordinary Shares | 7,250 | 7,250 | D |
| Performance Shares (2018 Grant)F1,F6,F5 | — | Feb 15, 2019 | D | 7,250 | D | — | — | Ordinary Shares | 7,250 | 0 | D |
Explanation of responses
- F1Each Performance Share represents the right to receive one share of the Issuer's Ordinary Shares.
- F2At the time of grant on February 10, 2017, the 2017 Performance Shares were eligible for vesting following the achievement of certain financial targets by the Issuer. Prior to the Merger, one third of the 2017 Performance Share award was tested annually over a three-year period. All vested 2017 Performance Shares would have been issued following the filing of the annual report on Form 10-K for the year ended December 31, 2019. Two thirds of the 2017 Performance Shares were forfeited based on the Issuer's 2017 and 2018 adjusted annual growth in diluted book value per ordinary share test and one third of the 2017 Performance Shares vested at target payout levels in connection with the Merger.
- F3At the effective time of the Merger, each 2017 Performance Share outstanding immediately prior to the Merger was, to the extent not vested, fully vested, and was canceled and converted into the right to receive a lump-sum amount in cash, equal to $42.75, without interest and less any applicable tax withholding, per 2017 Performance Share.
- F4This Form 4 is being filed 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.
- F5At the time of grant on February 9, 2018, the 2018 Performance Shares were eligible for vesting following the achievement of certain financial targets by the Issuer. Prior to the Merger, one third of the 2018 Performance Share award was tested annually over a three-year period. All vested 2018 Performance Shares would have been issued following the filing of the annual report on Form 10-K for the year ended December 31, 2020. One third of the 2018 Performance Shares were forfeited based on the Issuer's 2018 adjusted annual growth in diluted book value per ordinary share test and two thirds of the 2018 Performance Shares vested at target payout levels in connection with the Merger.
- F6At the effective time of the Merger, each 2018 Performance Share outstanding immediately prior to the Merger was, to the extent not vested, fully vested, and was canceled and converted into the right to receive a lump-sum amount in cash, equal to $42.75, without interest and less any applicable tax withholding, per 2018 Performance Share.