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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Restricted Share Units | (3) | 09/27/2017 | J | 4,028 | (4) | (4) | Common Shares | 4,028 | (1) | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
ENDURANCE SPECIALTY HOLDINGS LTD WATERLOO HOUSE, 100 PITTS BAY ROAD PEMBROKE, D0 HM 08 |
X |
ENDURANCE SPECIALTY HOLDINGS LTD., By: /s/ John V. Del Col | 09/29/2017 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Pursuant to the Stock and Asset Purchase and Sale Agreement by and between Sompo International Holdings Ltd. ("SIH") and the Reporting Person, dated September 27, 2017, whereby SIH purchased substantially all the assets and liabilities of the Reporting Person, the ownership of the securities was transferred to SIH (the "Transaction"). |
(2) | Owned by Endurance Specialty Insurance Ltd., formerly a wholly-owned subsidiary of the Reporting Person and now a wholly-owned subsidiary of SIH. |
(3) | Each restricted share unit represents a contingent right to receive one Issuer common share. |
(4) | In accordance with agreements between the Reporting Person and John V. Del Col and Michael J. McGuire, respectively, all remuneration, including cash fees, restricted share units,any other equity-based awards and other compensation, to which they were entitled for their service as Directors of the Issuer was assigned or paid directly to the Reporting Person. The restricted share units were transferred to SIH in the Transaction. Mr. Del Col and Mr. McGuire disclaim beneficial ownership of all such restricted share units. These awards will vest in three equal tranches on June 15, 2018, 2019 and 2020, subject to Messrs.Del Col and McGuire remaining actively engaged as directors of the Issuer in good standing on such dates. |