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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 | ||||||||
Restricted Share Units | (2) | 06/15/2018 | M | 1,811 | (3) | (3) | Common Shares | 1,811 | $ 0 | 2,217 | D | ||||
Restricted Share Units | (2) | 06/15/2018 | J(4) | 4,256 | (5) | (5) | Common Shares | 4,256 | $ 0 | 6,473 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Sompo International Holdings Ltd. WATERLOO HOUSE 100 PITTS BAY ROAD PEMBROKE, D0 HM08 |
X | |||
SOMPO HOLDINGS, INC. 26-1, NISHI-SHINJUKU 1-CHOME SHINJUKU-KU TOKYO, M0 160-8338 |
X | |||
Sompo Japan Nipponkoa Insurance Inc. 26-1, NISHI-SHINJUKU 1-CHOME SHINJUKU-KU TOKYO, M0 160-8338 |
X |
SOMPO INTERNATIONAL HOLDINGS LTD., By /s/ John V. Del Col | 06/15/2018 | |
**Signature of Reporting Person | Date | |
Sompo Holdings, Inc., By /s/ Junichi Tanaka, Managing Executive Officer | 06/15/2018 | |
**Signature of Reporting Person | Date | |
Sompo Japan Nipponkoa Insurance Inc., By /s/ Junichi Tanaka, Managing Executive Officer | 06/15/2018 | |
**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) | Owned by Endurance Specialty Insurance Ltd., a wholly-owned subsidiary of Sompo International Holdings Ltd. |
(2) | Each restricted share unit represents a contingent right to receive one Issuer common share. |
(3) | Mandatory conversion of previously granted restricted share units. |
(4) | In accordance with agreements between Sompo International Holdings Ltd. ("SIH"), as successor in interest to Endurance Specialty Holdings Ltd., and Mr. Del Col and Mr. McGuire, respectively, all remuneration, including cash fees, restricted share units, any other equity-based awards and other compensation, to which they are or will become entitled for their service as Directors of the Issuer will be assigned or paid directly to SIH. Mr. Del Col and Mr. McGuire disclaim beneficial ownership of all such restricted share units. SIH is an indirect, wholly-owned subsidiary of Sompo Holdings, Inc. and a direct, wholly-owned subsidiary of Sompo Japan Nipponkoa Insurance, Inc. |
(5) | These awards will vest in three equal tranches on June 15, 2019, 2020 and 2021, subject to Messrs. Del Col and McGuire remaining actively engaged as directors of the Issuer in good standing on such dates. |