SEC Form 4 · accession 0001412100-18-000009
Maiden Holdings, Ltd. · MHLD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Karen Schmitt
Officer — Chief Financial Officer
Period of report
Feb 17, 2018
Accepted (ET)
Feb 20, 2018 · 5:54 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001412100
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common SharesF1 | Feb 17, 2018 | M | 5,063 | $0.00 | A | 284,573 | D | |
| Common SharesF2 | Feb 19, 2018 | M | 19,641 | $0.00 | A | 304,214 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance-based Restricted Share UnitsF3,F4,F5 | — | Feb 19, 2018 | A | 108,333 | A | — | — | Common Shares | 108,333 | 108,333 | D |
Explanation of responses
- F1Acquisition of common shares resulting from the vesting of one-third of the restricted share units granted pursuant to the Amended and Restated 2007 Share Incentive Plan (the "Plan") to Ms. Schmitt in February 2015.
- F2Represents the vesting of performance based restricted share units granted pursuant to the Plan on February 21, 2015.
- F3The restricted share units were issued pursuant to the Plan. Each restricted share unit represents a contingent right to receive one common share of the Registrant.
- F4The restricted share units shall be settled in common shares or, at the discretion of the Compensation Committee, an amount in cash equal to the fair market value of the shares, and shall be settled shortly after the Committee certifies the attainment of performance goals (the "settlement date"), but in no event later than 2 1/2 months after the expiration of the performance period. The units are forfeited if the reporting person's employment is terminated prior to the settlement date. Certain special terms apply in the event of death, disability or a change of control.
- F5The reporting person received restricted share units that shall vest based (i) 50% upon the achievement of performance criteria relating to return on equity, underwriting performance, revenue growth and operating expense during the performance period from January 1, 2018 to December 31, 2020, and (ii) 50% upon individual performance as evaluated by the Compensation Committee. The recipient received a target award of 54,167 restricted share units, and 0 to 200% of such target award may vest depending upon the degree to which the performance targets are met. The 108,333 units reported represent 200% of the target award, which is the maximum number of units that may be earned.