SEC Form 4 · accession 0001179110-17-011039
ARCH CAPITAL GROUP LTD. · ACGL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Constantine Iordanou
Officer — Chairman & CEO · Director
Period of report
Aug 1, 2017
Accepted (ET)
Aug 3, 2017 · 4:53 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 | Jun 7, 2017 | G | 228,862 | $0.00 | D | 0 | I | By 2010 GRAT |
| Common Shares, $.0033 par value per share | Aug 1, 2017 | M | 64,750 | $19.293 | A | 171,901 | D | |
| Common Shares, $.0033 par value per share | Aug 1, 2017 | F | 12,801 | $97.59 | D | 159,100 | D | |
| Common Shares, $.0033 par value per shareF7 | Aug 2, 2017 | S | 1,400 | $98.0185 | D | 157,700 | D | |
| Common Shares, $.0033 par value per shareF10 | Aug 3, 2017 | S | 48,600 | $97.8744 | D | 109,100 | D | |
| Common Shares, $.0033 par value per share | holding | — | — | — | 201,676 | I | By 2015 GRAT | |
| Common Shares, $.0033 par value per shareF8 | holding | — | — | — | 3,297 | I | By Limited Liability Company | |
| Series C Non-Cumulative Preferred Shares (non-convertible) | holding | — | — | — | 6,000 | D | ||
| Series C Non-Cumulative Preferred Shares (non-convertible) | holding | — | — | — | 1,800 | I | By spouse |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Share Appreciation RightF2 | $19.293 | Aug 1, 2017 | M | 64,750 | D | — | May 6, 2019 | Common Shares, $.0033 par value per share | 64,750 | 40,710 | D |
| Share Appreciation RightF3,F2 | $19.293 | Jun 7, 2017 | G | 5,198 | D | — | May 6, 2019 | Common Shares, $.0033 par value per share | 5,198 | 9,290 | I |
| Share Appreciation RightF3,F2 | $19.293 | Jun 7, 2017 | G | 5,198 | A | — | May 6, 2019 | Common Shares, $.0033 par value per share | 5,198 | 105,460 | D |
| Share Appreciation RightF1,F4 | $23.10 | Jun 7, 2017 | G | 135,000 | D | — | May 9, 2018 | Common Shares, $.0033 par value per share | 135,000 | 0 | I |
| Share Appreciation RightF1,F2 | $19.293 | Jun 7, 2017 | G | 9,290 | D | — | May 6, 2019 | Common Shares, $.0033 par value per share | 9,290 | 0 | I |
| Share Appreciation RightF1 | $24.667 | Jun 7, 2017 | G | 212,253 | D | Feb 25, 2010 | Feb 25, 2020 | Common Shares, $.0033 par value per share | 212,253 | 0 | I |
| Share Appreciation RightF1,F5 | $25.01 | Jun 7, 2017 | G | 126,000 | D | — | May 5, 2020 | Common Shares, $.0033 par value per share | 126,000 | 0 | I |
Explanation of responses
- F1On June 7, 2017, the 2010 GRAT expired. Per the terms of the 2010 GRAT, the trust property, including 228,862 common shares and 482,543 share appreciation rights, was equally distributed to trusts for the benefit of the reporting person's three daughters for which the reporting person is not the trustee.
- F10Represents a weighted average sale price; the sales prices range from $97.75 to $98.03. Upon request, the full sale information regarding the number of shares sold at each price increment will be provided to the Commission or to a security holder of the issuer.
- F2The share appreciation right became exercisable in three equal annual installments commencing May 6, 2010, subject to the applicable award agreement.
- F3Immediately prior to the distribution described in FN1 above, on June 7, 2017, 5,198 share appreciation rights (SARs) were distributed from the 2010 GRAT to the reporting person. Such SARs were previously reported as indirectly beneficially held by the 2010 GRAT. Following such distribution, the reporting person owns 105,460 SARs directly and 9,290 SARs indirectly by the 2010 GRAT.
- F4The share appreciation right became exercisable in three equal annual installments commencing May 9, 2009, subject to the applicable award agreement.
- F5The share appreciation right became exercisable in three equal annual installments commencing May 5, 2011, subject to the applicable award agreement.
- F6In connection with the partial exercise of the share appreciation rights award as described in Table II, 12,801 common shares were disposed of in satisfaction of the exercise price.
- F7Represents a weighted average sale price; the sales prices range from $98.00 to $98.04. Upon request, the full sale information regarding the number of shares sold at each price increment will be provided to the Commission or to a security holder of the issuer.
- F8This form excludes the following common shares previously reported as indirectly owned by the reporting person because of ownership by his daughter, who is now an adult and no longer residing in the reporting person's household: 196,649 common shares held through two limited liability companies and 11,616 common shares owned directly by such daughter.
- F9The shares were sold to satisfy state and federal income tax obligations.