Annual Statement of Changes in Beneficial Ownership (5)
February 12 2016 - 12:38PM
Edgar (US Regulatory)
FORM 5
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
[
X
]
Form 3 Holdings Reported
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Form 4 Transactions Reported
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0362
Estimated average burden
hours per response...
1.0
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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 & 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. Statement for Issuer's Fiscal Year Ended
(MM/DD/YYYY)
12/31/2015
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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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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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3
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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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3
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120000
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I
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By 2015 GRAT
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Common Shares, $.0033 par value per share
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3
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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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3
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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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3
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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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3
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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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3
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1800
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I
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By spouse
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Table II - Derivative Securities Acquired, Disposed of, or 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
(MM/DD/YYYY)
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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 at End of Issuer's Fiscal Year
(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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(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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12/31/2015
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G
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10524
(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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10524
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$0
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217833
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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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12/31/2015
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G
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58730
(3)
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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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58730
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$0
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0
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I
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By 2014 GRAT
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Stock Option (right to buy)
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$18.757
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12/31/2015
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G
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40813
(4)
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(1)
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2/23/2006
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Common Shares, $.0033 par value per share
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40813
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$0
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112240
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I
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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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12/31/2015
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G
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110067
(5)
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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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110067
(5)
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$0
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119927
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D
(5)
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Share Appreciation Right
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$19.293
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12/31/2015
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G
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66216
(7)
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(6)
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5/6/2019
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Common Shares, $.0033 par value per share
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66216
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$0
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27084
(7)
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I
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2014 GRAT
(7)
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Share Appreciation Right
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$19.293
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12/31/2015
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G
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66216
(7)
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(6)
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5/6/2019
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Common Shares, $.0033 par value per share
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66216
(7)
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$0
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66216
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D
(7)
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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 December 31, 2015, 10,524 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 2010 GRAT indirectly owns 217,833 stock options.
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(
3)
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On December 31, 2015, 58,730 stock options were distributed from the 2014 GRAT. Such options were previously reported as indirectly beneficially held by the 2014 GRAT. Following such distribution, 0 stock options are indirectly owned by the 2014 GRAT.
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(
4)
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On December 31, 2015, 40,813 stock options were distributed from the 2015 GRAT. Such options were previously reported as indirectly beneficially held by the 2015 GRAT. Following such distribution, 112,240 stock options are indirectly owned by the 2015 GRAT.
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(
5)
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Following the distributions described in Footnotes 2, 3, and 4, the reporting person owns 119,927 stock options directly.
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(
6)
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The share appreciation right became exercisable in three equal annual installments with the first installment being exercisable on May 6, 2010 and the second and third installments being exercisable on May 6, 2011 and May 6, 2012.
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(
7)
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On December 31, 2015, 66,216 share appreciation rights (SARs) were distributed from the 2014 GRAT. Such SARs were previously reported as indirectly beneficially held by the 2014 GRAT. Following such distribution, the 2014 GRAT indirectly owns 27,084 SARs and the reporting person owns 66,216 SARs directly.
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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 & CEO
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Signatures
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/s/ Constantine Iordanou
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2/12/2016
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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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