SEC Form 4 · accession 0001127602-16-047173
PARTNERRE LTD · PRE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Emmanuel Clarke
Officer — CEO, PartnerRe Global
Period of report
Mar 18, 2016
Accepted (ET)
Mar 22, 2016 · 4:45 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000911421
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common SharesF1 | Mar 18, 2016 | A | 2,315 | $0.00 | A | 59,581 | D | |
| Common SharesF2 | Mar 18, 2016 | A | 2,781 | $0.00 | A | 62,362 | D | |
| Common SharesF3 | Mar 18, 2016 | D | 62,362 | $137.50 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Appreciation RightsF4 | $118.80 | Mar 18, 2016 | D | 16,204 | D | Feb 17, 2016 | Feb 17, 2025 | Common Shares | 16,204 | 0 | D |
| Stock Appreciation RightsF5 | $98.88 | Mar 18, 2016 | D | 19,468 | D | Feb 28, 2015 | Feb 28, 2024 | Common Shares | 19,468 | 0 | D |
| Stock Appreciation RightsF6 | $89.20 | Mar 18, 2016 | D | 19,619 | D | Mar 1, 2014 | Mar 1, 2023 | Common Shares | 19,619 | 0 | D |
| Stock Appreciation RightsF7 | $63.44 | Mar 18, 2016 | D | 28,500 | D | Mar 1, 2013 | Feb 28, 2022 | Common Shares | 28,500 | 0 | D |
| Stock Appreciation RightsF8 | $81.94 | Mar 18, 2016 | D | 19,194 | D | Feb 17, 2012 | Feb 17, 2021 | Common Shares | 19,194 | 0 | D |
| Stock Appreciation RightsF9 | $75.80 | Mar 18, 2016 | D | 12,500 | D | Sep 1, 2011 | Sep 1, 2020 | Common Shares | 12,500 | 0 | D |
| Stock Appreciation RightsF10,F11 | $79.61 | Mar 18, 2016 | D | 12,000 | D | — | Feb 26, 2020 | Common Shares | 12,000 | 0 | D |
| Stock Appreciation RightsF12,F11 | $61.90 | Mar 18, 2016 | D | 2,763 | D | — | Feb 27, 2019 | Common Shares | 2,763 | 0 | D |
| Non-qualified Stock Option (Right to Buy)F13,F11 | $75.85 | Mar 18, 2016 | D | 12,000 | D | — | Mar 31, 2018 | Common Shares | 12,000 | 0 | D |
Explanation of responses
- F1Reflects performance adjustment to Performance Share Units granted on February 17, 2015. This award was previously reported on grant at target (4,630 shares) and settled at 150% (6,945 shares) on March 18, 2016.
- F10These Share-Settled Share Appreciation Rights (SARs), which provided for a three year ratable vest, were cancelled as a result of the merger with EXOR in exchange for a cash payment of $694,680 (less applicable tax withholding), representing the difference between the exercise price of the SAR and the merger consideration of $137.50 per share and pursuant to the requirement of Rule 16b-3 of the Exchange Act.
- F11The Share-Settled Share Appreciation Rights (SARs) are exercisable 33% on the first and second anniversary of the date of grant and 34% on the third anniverary of the date of grant and are settled in shares. These SARs have all vested and are exercisable.
- F12These Share-Settled Share Appreciation Rights (SARs), which provided for a three year ratable vest, were cancelled as a result of the merger with EXOR in exchange for a cash payment of $208,883 (less applicable tax withholding), representing the difference between the exercise price of the SAR and the merger consideration of $137.50 per share and pursuant to the requirement of Rule 16b-3 of the Exchange Act.
- F13These Share Options, which provided for a three year ratable vest, were cancelled as a result of the merger with EXOR in exchange for a cash payment of $739,800 (less applicable tax withholding), representing the difference between the exercise price of the Share Option and the merger consideration of $137.50 per share and pursuant to the requirement of Rule 16b-3 of the Exchange Act.
- F2Reflects performance adjustment to Performance Share Units granted on February 28, 2014. This award was previously reported on grant at target (5,562 shares) and settled at 150% (8,343 shares) on March 18, 2016.
- F3Disposed of pursuant to the merger agreement between the issuer and EXOR in exchange for a cash payment of $8,574,775 (less applicable tax withholding) on the effective date of the merger and pursuant to the requirement of Rule 16b-3 of the Exchange Act.
- F4These Share-Settled Share Appreciation Rights (SARs), which provided for a three year ratable vest, were cancelled as a result of the merger with EXOR in exchange for a cash payment of $303,015 (less applicable tax withholding), representing the difference between the exercise price of the SAR and the merger consideration of $137.50 per share and pursuant to the requirement of Rule 16b-3 of the Exchange Act.
- F5These Share-Settled Share Appreciation Rights (SARs), which provided for a three year ratable vest, were cancelled as a result of the merger with EXOR in exchange for a cash payment of $751,854 (less applicable tax withholding), representing the difference between the exercise price of the SAR and the merger consideration of $137.50 per share and pursuant to the requirement of Rule 16b-3 of the Exchange Act.
- F6These Share-Settled Share Appreciation Rights (SARs), which provided for a three year ratable vest, were cancelled as a result of the merger with EXOR in exchange for a cash payment of $947,598 (less applicable tax withholding), representing the difference between the exercise price of the SAR and the merger consideration of $137.50 per share and pursuant to the requirement of Rule 16b-3 of the Exchange Act.
- F7These Share-Settled Share Appreciation Rights (SARs), which provided for a three year ratable vest, were cancelled as a result of the merger with EXOR in exchange for a cash payment of $2,110,710 (less applicable tax withholding), representing the difference between the exercise price of the SAR and the merger consideration of $137.50 per share and pursuant to the requirement of Rule 16b-3 of the Exchange Act.
- F8These Share-Settled Share Appreciation Rights (SARs), which provided for a three year ratable vest, were cancelled as a result of the merger with EXOR in exchange for a cash payment of $1,066,419 (less applicable tax withholding), representing the difference between the exercise price of the SAR and the merger consideration of $137.50 per share and pursuant to the requirement of Rule 16b-3 of the Exchange Act.
- F9These Share-Settled Share Appreciation Rights (SARs), which provided for a three year ratable vest, were cancelled as a result of the merger with EXOR in exchange for a cash payment of $771,250 (less applicable tax withholding), representing the difference between the exercise price of the SAR and the merger consideration of $137.50 per share and pursuant to the requirement of Rule 16b-3 of the Exchange Act.