4//SEC Filing
Allied World Assurance Co Holdings, AG 4
Accession 0001209191-17-044585
CIK 0001163348operating
Filed
Jul 9, 8:00 PM ET
Accepted
Jul 10, 4:36 PM ET
Size
13.6 KB
Accession
0001209191-17-044585
Insider Transaction Report
Form 4
D'Orazio Frank
Pres. Bda & Int'l Ins., AWAC
Transactions
- Disposition to Issuer
Restricted Stock Units
2017-07-06−8,792→ 0 total→ Common Shares (8,792 underlying) - Disposition from Tender
Common Shares
2017-07-06−212,288→ 0 total - Disposition to Issuer
Employee Stock Options (right to buy)
2017-07-06−16,065→ 0 totalExercise: $20.50Exp: 2021-02-22→ Common Shares (16,065 underlying) - Disposition to Issuer
Performance-based Awards
2017-07-06−35,011→ 0 total→ Common Shares (35,011 underlying)
Footnotes (6)
- [F1]Disposed of in an exchange offer (the "Offer") by a wholly-owned subsidiary of Fairfax Financial Holdings Limited, a Canadian corporation ("Fairfax"), to acquire all of the outstanding common shares, par value CHF 4.10 per share, of the Issuer, pursuant to the terms, and subject to the conditions, of that certain Agreement and Plan of Merger, dated as of December 18, 2016, between Fairfax and the Issuer (the "Merger Agreement").
- [F2]Each share of the Issuer was exchanged for (i) cash consideration of $23.00, (ii) a special cash dividend of $5.00 and (iii) 0.057937 of a share of subordinate voting stock at Fairfax (the "Merger Consideration").
- [F3]These stock options vested in four equal annual installments with the first installment vesting on February 22, 2012.
- [F4]Pursuant to the Merger Agreement, each outstanding stock option was automatically cancelled and converted into the right to receive an amount in cash equal to the excess of the Merger Consideration (with the Merger Consideration being converted into cash as of the time of completion of the Offer) over the applicable exercise price of the option.
- [F5]Pursuant to the Merger Agreement, outstanding Restricted Stock Units became fully vested in connection with the completion of the Offer and were automatically cancelled and converted into the right to receive an amount in cash equal to the Merger Consideration (with the Merger Consideration being converted into cash as of the time of completion of the Offer).
- [F6]Pursuant to the Merger Agreement, outstanding performance-based awards became fully vested based on the target specified in the applicable performance-based award in connection with the completion of the Offer and were automatically cancelled and converted into the right to receive an amount in cash equal to the Merger Consideration (with the Merger Consideration being converted into cash as of the time of completion of the Offer).
Documents
Issuer
Allied World Assurance Co Holdings, AG
CIK 0001163348
Entity typeoperating
Related Parties
1- filerCIK 0001163348
Filing Metadata
- Form type
- 4
- Filed
- Jul 9, 8:00 PM ET
- Accepted
- Jul 10, 4:36 PM ET
- Size
- 13.6 KB