Statement of Changes in Beneficial Ownership (4)
December 16 2015 - 5:33PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
IORDANOU CONSTANTINE
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2. Issuer Name
and
Ticker or Trading Symbol
ARCH CAPITAL GROUP LTD.
[
ACGL
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Chairman, President & CEO
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(Last)
(First)
(Middle)
C/O ARCH CAPITAL GROUP LTD., WATERLOO HOUSE,100 PITTS BAY ROAD
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3. Date of Earliest Transaction
(MM/DD/YYYY)
5/14/2015
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(Street)
PEMBROKE, D0 HM 08
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Shares, $.0033 par value per share
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5/14/2015
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G
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V
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1323
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D
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$0
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364025
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D
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Common Shares, $.0033 par value per share
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5/18/2015
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G
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V
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200
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D
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$0
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363825
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D
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Common Shares, $.0033 par value per share
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120000
(3)
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I
(3)
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By 2015 GRAT
(3)
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Common Shares, $.0033 par value per share
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243825
(3)
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D
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Common Shares, $.0033 par value per share
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12/15/2015
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G
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V
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800
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D
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$0
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243025
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D
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Common Shares, $.0033 par value per share
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83333
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I
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By Limited Liability Company
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Common Shares, $.0033 par value per share
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116613
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I
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By Limited Liability Company
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Common Shares, $.0033 par value per share
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11616
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I
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By child
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Series C Non-Cumulative Preferred Shares (non-convertible)
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6000
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D
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Series C Non-Cumulative Preferred Shares (non-convertible)
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1800
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I
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By spouse
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Option (right to buy)
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$18.757
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6/30/2015
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G
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V
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11115
(2)
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(1)
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2/23/2016
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Common Shares, $.0033 par value per share
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238217
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$0
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238217
(2)
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I
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By 2010 GRAT
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Stock Option (right to buy)
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$18.757
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6/30/2015
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G
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V
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11115
(2)
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(1)
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2/23/2016
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Common Shares, $.0033 par value per share
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11115
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$0
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153053
(2)
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D
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Stock Option (right to buy)
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$18.76
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(1)
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2/23/2016
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Common Shares, $.0033 par value per share
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153053
(4)
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153053
(4)
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I
(4)
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By 2015 GRAT
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Share Appreciation Right
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$59.16
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2/27/2015
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2/27/2025
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Common Shares, $.0033 par value per share
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149556
(4)
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149556
(4)
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I
(4)
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By 2015 GRAT
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Share Appreciation Right
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$62.51
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(5)
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5/12/2025
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Common Shares, $.0033 par value per share
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58110
(4)
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58110
(4)
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I
(4)
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By 2015 GRAT
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Stock Option (right to buy)
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$18.757
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9/30/2015
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G
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V
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9860
(6)
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(1)
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2/23/2016
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Common Shares, $.0033 par value per share
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9860
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$0
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228357
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I
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By 2010 GRAT
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Stock Option (right to buy)
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$18.757
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9/30/2015
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G
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V
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9860
(6)
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(1)
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2/23/2016
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Common Shares, $.0033 par value per share
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9860
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$0
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9860
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D
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Explanation of Responses:
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(
1)
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The stock option became exercisable in three equal annual installments with the first installment being exercisable on February 23, 2007 and the second and third installments being exercisable on February 23, 2008 and February 23, 2009.
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(
2)
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On June 30, 2015, 11,115 stock options were distributed from the 2010 GRAT. Such options were previously reported as indirectly beneficially held by the 2010 GRAT. Following such distribution, the reporting person owns 153,053 stock options directly and 238,217 stock options indirectly by the 2010 GRAT.
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(
3)
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On August 7, 2015, the reporting person contributed 120,000 common shares to a grantor retained annuity trust (the "2015 GRAT"). Such common shares were previously reported as directly beneficially owned by the reporting person. Following this contribution to the 2015 GRAT the reporting person has direct beneficial ownership of 243,825 common shares and indirect beneficial ownership of 120,000 common shares.
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(
4)
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The stock options and share appreciation rights were previously reported as directly beneficially owned by the reporting person but were contributed to the 2015 GRAT on August 7, 2015.
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(
5)
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The share appreciation right became exercisable in three equal annual installments with the first installment being exercisable on May 12, 2016 and the second and third installments being exercisable on May 12, 2017 and May 12, 2018.
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(
6)
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On September 30, 2015, 9,860 stock options were distributed from the 2010 GRAT. Such options were previously reported as indirectly beneficially held by the 2010 GRAT. Following such distribution, the reporting person owns 9,860 stock options directly and 228,357 stock options indirectly by the 2010 GRAT.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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IORDANOU CONSTANTINE
C/O ARCH CAPITAL GROUP LTD.
WATERLOO HOUSE,100 PITTS BAY ROAD
PEMBROKE, D0 HM 08
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X
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Chairman, President & CEO
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Signatures
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/s/ Constantine Iordanou
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12/16/2015
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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