SEC Form 5 · accession 0001179110-19-000876
ARCH CAPITAL GROUP LTD. · ACGL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Constantine Iordanou
Officer — Chairman · Director
Period of report
Dec 31, 2018
Accepted (ET)
Jan 23, 2019 · 3:42 pm EST
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, $.0011 par value per shareF2,F1 | Nov 1, 2018 | G | 9,891 | — | D | 0 | I | By Limited Liability Company |
| Common Shares, $.0011 par value per shareF1,F2 | Nov 1, 2018 | G | 9,891 | — | A | 474,876 | D | |
| Common Shares, $.0011 par value per share | Dec 19, 2018 | G | 1,200 | $0.00 | D | 473,676 | D | |
| Common Shares, $.0011 par value per shareF4,F2 | Dec 31, 2018 | G | 126,694 | $0.00 | D | 478,334 | I | By 2015 GRAT |
| Common Shares, $.0011 par value per shareF4 | Dec 31, 2018 | G | 126,694 | $0.00 | A | 600,370 | D | |
| Depositary SharesF3 | holding | — | — | — | 3,000 | I | By spouse | |
| Depositary SharesF3 | holding | — | — | — | 7,000 | 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 RightF5,F2 | $12.35 | Dec 31, 2018 | G | 193,164 | D | Feb 29, 2012 | Feb 28, 2022 | Common Shares, $.0011 par value per share | 193,164 | 0 | I |
| Share Appreciation RightF5,F2 | $12.35 | Dec 31, 2018 | G | 193,164 | A | Feb 29, 2012 | Feb 28, 2022 | Common Shares, $.0011 par value per share | 193,164 | 484,908 | D |
| Share Appreciation RightF6,F2,F7 | $12.86 | Dec 31, 2018 | G | 240,674 | D | — | May 9, 2022 | Common Shares, $.0011 par value per share | 240,674 | 62,326 | I |
| Share Appreciation RightF6,F2,F7 | $12.86 | Dec 31, 2018 | G | 240,674 | A | — | May 9, 2022 | Common Shares, $.0011 par value per share | 240,674 | 240,674 | D |
Explanation of responses
- F1On November 1, 2018, the limited liability company distributed 9,891 common shares indirectly beneficially owned by the reporting person to the reporting person's direct holdings.
- F2The amount of common shares includes common shares acquired in connection with a 3-for-1 share split effectuated by Arch Capital Group Ltd. on June 21, 2018.
- F3Each Depositary Share Represents 1/1,000th interest in a Series F Non-Cumulative Preferred Share.
- F4On December 31, 2018, 126,694 common shares were distributed from the 2015 GRAT. Such common shares were previously reported as indirectly held by the 2015 GRAT. Following the distribution, the reporting person owns these 126,694 common shares directly.
- F5On December 31, 2018, 193,164 SARs were distributed from the 2014 GRAT. Such SARs were previously reported as indirectly beneficially held by the 2014 GRAT. Following such distribution, the 2014 GRAT indirectly owns 0 and the reporting person owns 484,908 SARs directly.
- F6On December 31, 2018, 240,674 SARs were distributed from the 2014 GRAT. Such SARs were previously reported as indirectly beneficially held by the 2014 GRAT. Following such distribution, the 2014 GRAT indirectly owns 62,326 SARs and the reporting person owns 240,674 SARs directly.
- F7The share appreciation right became exercisable in three equal annual installments with the first installment being exercisable on May 9, 2014 and the second and third installments being exercisable on May 9, 2015 and May 9, 2016.