SEC Form 4
| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol ARCH CAPITAL GROUP LTD. [ ACGL ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 03/14/2019 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Shares, $.0011 par value per share | 03/14/2019 | S | 37,500 | D | $32.5539(2) | 585,260 | I | By Company(1) | ||
| Common Shares, $.0011 par value per share | 03/14/2019 | M | 45,900 | A | $6.431 | 631,160 | I | By Company(1) | ||
| Common Shares, $.0011 par value per share | 03/14/2019 | F(4) | 9,069 | D | $32.55 | 622,091 | I | By Company(1) | ||
| Common Shares, $.0011 par value per share | 62,216 | D | ||||||||
| Common Shares, $.0011 par value per share | 600 | I | By children | |||||||
| 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 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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Share Appreciation Right | $6.431 | 03/14/2019 | M | 45,900 | (3) | 05/06/2019 | Common Shares, $.0011 par value per share | 45,900 | $0 | 0 | I | By Company(1) | |||
| Explanation of Responses: |
| 1. The shares are held by a company which is owned by a family trust; beneficiaries of the family trust are the reporting person, his spouse and their children. |
| 2. Represents a weighted average sale price; the sales prices range from $32.50 to $32.64. Upon request, the full information regarding the number of shares sold at each price increment will be provided to the Commission or to a security holder of the issuer. |
| 3. The share appreciation right became exercisable in three equal annual installments, with the first installment became exercisable on May 6, 2010, and the next two May 6, 2011 and May 6, 2012, subject to the applicable award agreement. |
| 4. In connection with the exercise of a share appreciation right as described in Table II, 9,069 shares were disposed of in satisfaction of the exercise price; 36,831 net shares were issued. |
| /s/ W. Preston Hutchings | 03/15/2019 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||