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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 | ||||||||
2012 Performance Shares | (4) | 02/23/2015 | A | 15,995 | (5) | (5) | Ordinary Shares | 15,995 | (4) | 28,070 | D | ||||
2012 Performance Shares | (4) | 02/23/2015 | M | 28,070 | (6) | (6) | Ordinary Shares | 28,070 | (4) | 0 | D | ||||
2013 Performance Shares | (4) | 02/23/2015 | A | 12,757 | (7) | (7) | Ordinary Shares | 12,757 | (4) | 15,883 | D | ||||
2014 Performance Shares | (4) | 02/23/2015 | A | 11,613 | (8) | (8) | Ordinary Shares | 11,613 | (4) | 11,613 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Boornazian Brian ASPEN INSURANCE HOLDINGS LIMITED 141 FRONT STREET HAMILTON, D0 HM19 |
Chairman Aspen Re |
/s/ Patricia Roufca as Attorney-in-Fact for Brian Boornazian | 02/25/2015 | |
**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) | Ordinary shares acquired upon mandatory conversion of Performance Shares in accordance with the performance conditions having been met. |
(2) | Ordinary shares sold in order to satisfy tax liability upon vesting of previously granted Performance Shares. |
(3) | The price is the weighted average sale price of the aggregate number of shares that were sold by the reporting person. These shares were sold in multiple transactions at prices ranging from $45.9800 to $46.5075. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price. |
(4) | Each Performance Share represents the right to receive one share of the Issuer's Ordinary Shares. |
(5) | Represents 2012 Performance Shares eligible for vesting following the achievement of certain financial targets by the Issuer. One third of the 2012 Performance Share award is tested annually over a three-year period. All vested 2012 Performance Shares were issued following the filing of the annual report on Form 10-K for the year ended December 31, 2014. |
(6) | Represents mandatory conversion into Issuer's Ordinary Shares of all 2012 Performance Shares eligible for vesting following the achievement of certain financial targets by the Issuer and filing of the annual report on Form 10-K for the year ended December 31, 2014. |
(7) | Represents 2013 Performance Shares eligible for vesting following the achievement of certain financial targets by the Issuer. One third of the 2013 Performance Share award is tested annually over a three-year period. All vested 2013 Performance Shares will be issued following the filing of the annual report on Form 10-K for the year ended December 31, 2015. |
(8) | Represents 2014 Performance Shares eligible for vesting following the achievement of certain financial targets by the Issuer. One third of the 2014 Performance Share award is tested annually over a three-year period. All vested 2014 Performance Shares will be issued following the filing of the annual report on Form 10-K for the year ended December 31, 2016. |