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 |
| |||||||||||||||
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 GREENLIGHT CAPITAL RE, LTD. [ GLRE ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| ||||||||||||||||||||||||
3. Date of Earliest Transaction (Month/Day/Year) 08/01/2017 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|
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 | ||||||
CLASS A ORDINARY SHARES | 08/02/2017 | M | 12,500 | A | $19.6 | 170,021 | D | |||
CLASS A ORDINARY SHARES | 08/02/2017 | F(1) | 10,841 | D | $22.6 | 159,180 | D | |||
CLASS A ORDINARY SHARES | 08/02/2017 | S(2) | 1,659 | D | $22.752(3) | 157,521 | D | |||
CLASS A ORDINARY SHARES | 22,870 | I | See footnote(4) | |||||||
CLASS A ORDINARY SHARES | 12,000 | I | See footnote(5) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
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 | ||||||||
Stock Option (right to buy) | $21.4 | 08/01/2017 | A | 19,500(6) | 08/01/2017 | 08/01/2027 | CLASS A ORDINARY SHARES | 19,500 | $0 | 19,500 | D | ||||
Stock Option (right to buy) | $19.6 | 08/02/2017 | M | 12,500 | 08/15/2010 | 08/15/2017 | CLASS A ORDINARY SHARES | 12,500 | $0 | 12,500 | D |
Explanation of Responses: |
1. These shares were disposed by the reporting person to the issuer in lieu of the exercise price as the reporting person opted for a cashless exercise. |
2. These shares were sold pursuant to a trading plan adopted by the Reporting Person on August 17, 2015, in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. |
3. The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple trades at prices ranging from $22.625 to $22.90, inclusive. The Reporting Person hereby undertakes to provide upon request to the SEC staff, Greenlight Capital Re, Ltd., or any security holders of Greenlight Capital Re, Ltd., full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
4. These shares are held for the account of a trust for which the Reporting Person retains beneficial ownership. |
5. These shares are held for the account of a trust for the behalf of the Reporting Person's immediate family members. The Reporting Person's spouse is trustee of the trust. |
6. These stock options were granted pursuant to the consulting agreement dated Dec 16, 2016 between Greenlight Capital Re, Ltd and Greenlight Reinsurance, Ltd., and Leonard Goldberg. |
Remarks: |
/s/ Tim Courtis as attorney-in-fact | 08/03/2017 | |
** 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. |