Schick David Gerard 4
4 · ASPEN INSURANCE HOLDINGS LTD · Filed Feb 20, 2019
Insider Transaction Report
Form 4
Schick David Gerard
Group Chief Operating Officer
Transactions
- Award
Performance Shares (2018 Grant)
2019-02-15+9,030→ 9,030 total→ Ordinary Shares (9,030 underlying) - Disposition to Issuer
Performance Shares (2018 Grant)
2019-02-15−9,030→ 0 total→ Ordinary Shares (9,030 underlying)
Footnotes (4)
- [F1]Each Performance Share represents the right to receive one share of the Issuer's Ordinary Shares.
- [F2]At the time of grant on February 9, 2018, the 2018 Performance Shares were eligible for vesting following the achievement of certain financial targets by the Issuer. Prior to the Merger, one third of the 2018 Performance Share award was tested annually over a three-year period. All vested 2018 Performance Shares would have been issued following the filing of the annual report on Form 10-K for the year ended December 31, 2020. One third of the 2018 Performance Shares were forfeited based on the Issuer's 2018 adjusted annual growth in diluted book value per ordinary share test and two thirds of the 2018 Performance Shares vested at target payout levels in connection with the Merger.
- [F3]At the effective time of the Merger, each 2018 Performance Share outstanding immediately prior to the Merger was, to the extent not vested, fully vested, and was canceled and converted into the right to receive a lump-sum amount in cash, equal to $42.75, without interest and less any applicable tax withholding, per 2018 Performance Share.
- [F4]This Form 4 is being filed as a result of the closing on February 15, 2019 of the merger (the "Merger") as described in the Agreement and Plan of Merger, dated as of August 27, 2018 (the "Merger Agreement") among Aspen Insurance Holdings Limited (the "Issuer"), Highlands Holdings, Ltd., and Highlands Merger Sub, Ltd.