SEC Form 4 · accession 0001179755-17-000053
Blue Capital Reinsurance Holdings Ltd. · BCRH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
ENDURANCE SPECIALTY HOLDINGS LTD
10% Owner
Period of report
Sep 27, 2017
Accepted (ET)
Sep 29, 2017 · 4:09 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001582086
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common SharesF1 | Sep 27, 2017 | J | 412,458 | — | D | 0 | D | |
| Common SharesF1,F2 | Sep 27, 2017 | J | 2,500,000 | — | D | 0 | I | See Footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Share UnitsF1,F3,F4 | — | Sep 27, 2017 | J | 4,028 | D | — | — | Common Shares | 4,028 | 0 | D |
Explanation of responses
- F1Pursuant to the Stock and Asset Purchase and Sale Agreement by and between Sompo International Holdings Ltd. ("SIH") and the Reporting Person, dated September 27, 2017, whereby SIH purchased substantially all the assets and liabilities of the Reporting Person, the ownership of the securities was transferred to SIH (the "Transaction").
- F2Owned by Endurance Specialty Insurance Ltd., formerly a wholly-owned subsidiary of the Reporting Person and now a wholly-owned subsidiary of SIH.
- F3Each restricted share unit represents a contingent right to receive one Issuer common share.
- F4In accordance with agreements between the Reporting Person and John V. Del Col and Michael J. McGuire, respectively, all remuneration, including cash fees, restricted share units,any other equity-based awards and other compensation, to which they were entitled for their service as Directors of the Issuer was assigned or paid directly to the Reporting Person. The restricted share units were transferred to SIH in the Transaction. Mr. Del Col and Mr. McGuire disclaim beneficial ownership of all such restricted share units. These awards will vest in three equal tranches on June 15, 2018, 2019 and 2020, subject to Messrs.Del Col and McGuire remaining actively engaged as directors of the Issuer in good standing on such dates.