SEC Form 4 · accession 0001179110-16-031028
ARCH CAPITAL GROUP LTD. · ACGL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mark Donald Lyons
Officer — EVP,CFO & Treasurer
Period of report
Oct 28, 2016
Accepted (ET)
Oct 31, 2016 · 6:37 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000947484
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Shares, $.0033 par value per shareF1 | Oct 28, 2016 | M | 5,050 | $23.10 | A | 195,380 | D | |
| Common Shares, $.0033 par value per shareF1 | Oct 28, 2016 | M | 5,000 | $25.01 | A | 200,380 | D | |
| Common Shares, $.0033 par value per shareF1 | Oct 28, 2016 | M | 9,500 | $33.913 | A | 209,880 | D | |
| Common Shares, $.0033 par value per share | Oct 28, 2016 | M | 9,000 | $38.58 | A | 218,880 | D | |
| Common Shares, $.0033 par value per share | Oct 28, 2016 | M | 5,000 | $40.10 | A | 223,880 | D | |
| Common Shares, $.0033 par value per shareF6,F1 | Oct 28, 2016 | F | 21,148 | — | D | 202,732 | D | |
| Common Shares, $.0033 par value per shareF5,F1 | Oct 28, 2016 | S | 8,000 | $77.2203 | D | 194,732 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Share Appreciation RightF4 | $23.10 | Oct 28, 2016 | M | 5,050 | D | — | May 9, 2018 | Common Shares, $.0033 par value per share | 5,050 | 0 | D |
| Share Appreciation RightF3 | $25.01 | Oct 28, 2016 | M | 5,000 | D | — | May 5, 2020 | Common Shares, $.0033 par value per share | 5,000 | 5,000 | D |
| Share Appreciation RightF2 | $33.913 | Oct 28, 2016 | M | 9,500 | D | — | May 6, 2021 | Common Shares, $.0033 par value per share | 9,500 | 9,400 | D |
| Share Appreciation RightF8 | $38.58 | Oct 28, 2016 | M | 9,000 | D | — | May 9, 2022 | Common Shares, $.0033 par value per share | 9,000 | 9,000 | D |
| Share Appreciation RightF9 | $40.10 | Oct 28, 2016 | M | 5,000 | D | — | Sep 6, 2022 | Common Shares, $.0033 par value per share | 5,000 | 10,000 | D |
Explanation of responses
- F186,722 of such amount will settle in Issuer's common shares upon the termination of the Reporting Person's employment, as specifically provided in the award agreements.
- F2The share appreciation right became exercisable in three equal annual installments commencing May 6, 2012, subject to the applicable award agreement.
- F3The share appreciation right became exercisable in three equal annual installments commencing May 5, 2011, subject to the applicable award agreement.
- F4The share appreciation right became exercisable in three equal annual installments commencing May 9, 2009, subject to the applicable award agreement.
- F5Represents a weighted average sales price; the sales prices range from $77.201 to $77.23. Upon request, the full sale information regarding the number of shares sold at each price increment will be provided to the Commission or to the security holder of the issuer.
- F6In connection with the partial exercise of the five share appreciation rights awards as described in Table II, 6,797 common shares were withheld for taxes at a tax price of $77.47 per share. In addition, 14,351 common shares were disposed in satisfaction of the exercise prices (see Table II). The reporting person received a net issuance of 12,402 common shares.
- F7A portion of the proceeds will be used to satisfy state and federal tax obligations.
- F8The share appreciation right became exercisable in three equal annual installments commencing May 9, 2013, subject to the applicable award agreement.
- F9The share appreciation right became exercisable in three equal annual installments commencing September 6, 2013, subject to the applicable award agreement.