SEC Form 4 · accession 0001562198-19-000004
ASPEN INSURANCE HOLDINGS LTD · AHL-PD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Emil Issavi
Officer — President and CUO, Aspen Re
Period of report
Feb 13, 2019
Accepted (ET)
Feb 15, 2019 · 5:37 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,F2 | Feb 13, 2019 | A | 2,966 | — | A | 15,332 | D | |
| Ordinary Shares | Feb 13, 2019 | F | 695 | $42.51 | D | 14,537 | D | |
| Ordinary SharesF5 | Feb 15, 2019 | D | 14,537 | $42.75 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2016 Performance SharesF6,F7 | — | Feb 13, 2019 | M | 2,966 | D | — | — | Ordinary Shares | 2,966 | 0 | D |
| Restricted Share Units (2017 Grant)F8,F10,F9 | — | Feb 15, 2019 | D | 1,556 | D | — | — | Ordinary Shares | 1,556 | 0 | D |
| Restricted Share Units (2018 Grant)F8,F12,F11 | — | Feb 15, 2019 | D | 5,333 | D | — | — | Ordinary Shares | 5,333 | 0 | D |
Explanation of responses
- F1Ordinary shares acquired upon mandatory conversion of Performance Shares in accordance with the performance conditions having been met.
- F10At 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.
- F11At 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.
- F12At 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.
- F2The number of ordinary shares outstanding differs from the Reporting Person's previously filed Form 4 due to a transaction that was exempt from reporting on Form 4.
- F3Ordinary shares sold in order to satisfy tax liability upon vesting of previously granted Performance Shares.
- F4This 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.
- F5At 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.
- F6Each Performance Share represents the right to receive one share of the Issuer's Ordinary Shares.
- F7Represents 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.
- F8Each Restricted Share Unit represents the right to receive one share of the Issuer's Ordinary Shares.
- F9At 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.