SEC Form 4 · accession 0001582086-18-000019
Blue Capital Reinsurance Holdings Ltd. · BCRH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
SOMPO HOLDINGS, INC.
10% Owner
Sompo Japan Nipponkoa Insurance Inc.
10% Owner
Sompo International Holdings Ltd.
10% Owner
Period of report
Jun 15, 2018
Accepted (ET)
Jun 18, 2018 · 4:12 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 Shares | Jun 15, 2018 | M | 1,811 | $10.10 | A | 414,269 | D | |
| Common SharesF1 | holding | — | — | — | 2,500,000 | 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 UnitsF2,F3 | — | Jun 15, 2018 | M | 1,811 | D | — | — | Common Shares | 1,811 | 2,217 | D |
| Restricted Share UnitsF2,F5 | — | Jun 15, 2018 | J | 4,256 | A | — | — | Common Shares | 4,256 | 6,473 | D |
Explanation of responses
- F1Owned by Endurance Specialty Insurance Ltd., a wholly-owned subsidiary of Sompo International Holdings Ltd.
- F2Each restricted share unit represents a contingent right to receive one Issuer common share.
- F3Mandatory conversion of previously granted restricted share units.
- F4In accordance with agreements between Sompo International Holdings Ltd. ("SIH"), as successor in interest to Endurance Specialty Holdings Ltd., and Mr. Del Col and Mr. McGuire, respectively, all remuneration, including cash fees, restricted share units, any other equity-based awards and other compensation, to which they are or will become entitled for their service as Directors of the Issuer will be assigned or paid directly to SIH. Mr. Del Col and Mr. McGuire disclaim beneficial ownership of all such restricted share units. SIH is an indirect, wholly-owned subsidiary of Sompo Holdings, Inc. and a direct, wholly-owned subsidiary of Sompo Japan Nipponkoa Insurance, Inc.
- F5These awards will vest in three equal tranches on June 15, 2019, 2020 and 2021, subject to Messrs. Del Col and McGuire remaining actively engaged as directors of the Issuer in good standing on such dates.