SEC Form 4 · accession 0001562180-18-003366
VALIDUS HOLDINGS LTD · VR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Patrick Boisvert
Officer — Group Chief Accounting Officer
Period of report
Jul 18, 2018
Accepted (ET)
Jul 20, 2018 · 10:48 am EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001348259
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Jul 18, 2018 | D | 4,325 | — | D | 46,079 | D | |
| Common StockF1,F3 | Jul 18, 2018 | D | 46,079 | — | D | 0 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On July 18, 2018, pursuant to that certain Agreement and Plan of Merger, dated as of January 21, 2018 (the Merger Agreement), by and among American International Group, Inc. (Parent), Venus Holdings Limited, a wholly owned subsidiary of Parent (Merger Sub), and Validus Holdings, Ltd. (the Company), Merger Sub merged with and into the Company, with the Company continuing as the surviving entity, which became a wholly owned subsidiary of Parent (the Merger). Pursuant to the Merger Agreement, at the effective time of the Merger, each issued and outstanding common share, par value $0.175, of the Company was canceled and converted into the right to receive $68.00 in cash.
- F2At the effective time of the Merger, a pro rata portion (based on the amount of the applicable vesting period that has elapsed) of each unvested restricted share unit (RSU) award held by Mr. Boisvert became fully vested and was canceled and converted into the right to receive $68.00 in cash, less any required withholding taxes. The remaining portion of each such RSU award was assumed by Parent and converted into a Parent RSU award entitling Mr. Boisvert to receive a number of shares of Parent common stock equal to the product of (i) the number of common shares represented by the remaining portion of each such RSU award and (ii) the equity award exchange ratio set forth in the Merger Agreement.
- F3Includes all shares held by Mr. Boisvert immediately prior to the Merger, including previously granted restricted share awards. At the effective time of the Merger, a pro rata portion (based on the amount of the applicable vesting period that has elapsed) of each unvested restricted share award held by Mr. Boisvert became fully vested and was canceled and converted into the right to receive $68.00 in cash plus any accrued but unpaid dividends in respect of such restricted share award, less any required withholding taxes. The remaining portion of each such restricted share award was assumed by Parent and converted into a number of restricted shares of Parent common stock equal to the product of (i) the number of common shares represented by the remaining portion of each such restricted share award and (ii) the equity award exchange ratio set forth in the Merger Agreement.