Gauthier John J Form 4 Allied World Assurance / John J Gauthier ownership change

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^*

Gauthier John J

(Last) (First) (Middle)

ALLIED WORLD ASSURANCE CO. HOLDINGS, AG

GUBELSTRASSE 24, PARK TOWER, 15TH FLOOR

(Street)

ZUG V8 6300

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Allied World Assurance Co Holdings, AG [ AWH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP & CIO

3. Date of Earliest Transaction (Month/Day/Year)
02/22/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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
Common Shares	02/22/2016		A		10,174(1)	A	$0.00	77,731	D
Common Shares	02/22/2016		F		3,956(2)	D	$31.95	73,775	D
Common Shares	02/22/2016		M		1,755	A	$0.00(3)	75,530	D
Common Shares	02/22/2016		D		1,404	D	$31.4723(4)	74,126	D
Comnmon Shares	02/22/2016		F		134(5)	D	$31.95	73,992	D

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
Restricted Stock Units	(6)	02/22/2016		A		5,132		(7)	(7)	Common Shares	5,132	(6)	16,430(8)	D
Restricted Stock Units	(3)	02/22/2016		M			1,755	(9)	(9)	Common Shares	1,755	(3)	14,675(8)	D

Explanation of Responses:

1. Represents the Company's common shares that were earned pursuant to a 2013 performance-based award for no monetary consideration and which vested at 113% of target based on the achievement of pre-established performance criteria during the applicable three-year performance period established under the Company's Third Amended and Restated 2004 Stock Incentive Plan.

2. Exclusively represents shares withheld by the Company with respect to the payment of withholding tax liability incurred upon the vesting of performance-based awards.

3. On February 22, 2012, the reporting person was granted 7,020 Restricted Stock Units for no monetary consideration. The Restricted Stock Units convert into (i) 1,404 common shares and (ii) cash equal to the market value of 5,616 common shares (measured at the date of vesting) upon the vesting of such Restricted Stock Units.

4. The fair market value of the cash portion was determined using the daily volume-weighted average sales price of the common shares for the five consecutive trading days up to and including February 22, 2016.

5. Exclusively represents shares withheld by the Company with respect to the payment of withholding tax liability incurred upon the vesting of Restricted Stock Units.

6. Grant of Restricted Stock Units for no monetary consideration. Restricted Stock Units convert into (i) 4,106 common shares of the Company and (ii) cash equal to the market value of 1,026 common shares (measured at the date of vesting) upon the vesting of such Restricted Stock Units.

7. The Restricted Stock Units vest in four equal installments with the first installment vesting on February 22, 2017.

8. Represents Restricted Stock Units held by the reporting person that vest in whole or in part in cash.

9. The Restricted Stock Units vested in four equal installments with the first installment vesting on February 22, 2013.

Remarks:

	/s/ Theodore Neos, by Power of Attorney	02/24/2016
	** 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).
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