SEC Form 4 · accession 0001209191-16-092103
Chubb Ltd · CB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Lawrence W Kellner
Director
Period of report
Jan 14, 2016
Accepted (ET)
Jan 19, 2016 · 4:49 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000896159
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common SharesF1,F2 | Jan 14, 2016 | A | 601 | — | A | 601 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Market Value UnitsF3,F5,F4 | $0.00 | Jan 14, 2016 | A | 1,750 | A | — | — | Common Shares | 1,750 | 1,750 | D |
| Deferred Stock UnitsF6,F5,F7 | $0.00 | Jan 14, 2016 | A | 9,122 | A | — | — | Common Shares | 9,122 | 9,122 | D |
Explanation of responses
- F1Received in exchange for 1,000 shares of common stock of the Chubb Corporation ("Chubb") in accordance with the Agreement and Plan of Merger ("Merger Agreement") pursuant to which ACE Limited ("ACE") acquired Chubb and pursuant to the requirements of Rule 16b-3.
- F2Pursuant to the Merger Agreement, each share of Chubb common stock was converted into 0.6019 ACE common shares and $62.93 in cash.
- F3Received in exchange for 1,496 Market Value Units in The Chubb Corporation Directors Deferred Compensation Plan in accordance with the Merger Agreement and pursuant to the requirements of Rule 16b-3.
- F4Market Value Units are fully vested and are payable in common shares and are paid out at separation from service, unless further deferred by the participant.
- F5Pursuant to the Merger Agreement, each such Chubb equity award was converted into a right to receive a number of ACE common shares equal to (a) 0.6019 ACE common shares plus (b) $62.93 in cash, divided by $110.798, which is the average closing price of ACE common shares for the five trading days prior to the closing date of the merger.
- F6Received in exchange for 7,797 Deferred Stock Units of Chubb in accordance with the Merger Agreement and pursuant to the requirements of Rule 16b-3.
- F7Deferred Stock Units are fully vested, but will not be payable, unless further deferred by the participant, until the 90th day after the earliest to occur of the reporting person's (i) death, (ii) disability, or (iii) separation from service.