| 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 Allied World Assurance Co Holdings, AG [ AWH ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 02/17/2016 | ||||||||||||||||||||||||||
| 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 | 02/17/2016 | M | 1,443 | A | $0.00(1) | 204,627 | D | |||
| Common Shares | 02/17/2016 | D | 577 | D | $31.0281(2) | 204,050 | D | |||
| Common Shares | 02/17/2016 | F | 461(3) | D | $31.04 | 203,589 | D | |||
| Common Shares | 02/18/2016 | M | 1,482 | A | $0.00(4) | 205,071 | D | |||
| Common Shares | 02/18/2016 | D | 741 | D | $31.0346(5) | 204,330 | D | |||
| Common Shares | 02/18/2016 | F | 377(3) | D | $31.82 | 203,953 | D | |||
| 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 | ||||||||
| Restricted Stock Units | (1) | 02/17/2016 | M | 1,443 | (6) | (6) | Common Shares | 1,443 | (1) | 14,652(7) | D | ||||
| Restricted Stock Units | (4) | 02/18/2016 | M | 1,482 | (8) | (8) | Common Shares | 1,482 | (4) | 13,170(7) | D | ||||
| Explanation of Responses: |
| 1. On February 17, 2015, the reporting person was granted 5,778 Restricted Stock Units for no monetary consideration. The Restricted Stock Units convert into (i) 3,467 common shares and (ii) cash equal to the market value of 2,311 common shares (measured at the date of vesting) upon the vesting of such Restricted Stock Units. |
| 2. 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 17, 2016. |
| 3. Exclusively represents shares withheld by the Company with respect to the payment of withholding tax liability incurred upon the vesting of Restricted Stock Units. |
| 4. On February 18, 2014, the reporting person was granted 5,922 Restricted Stock Units for no monetary consideration. The Restricted Stock Units convert into (i) 2,961 common shares and (ii) cash equal to the market value of 2,961 common shares (measured at the date of vesting) upon the vesting of such Restricted Stock Units. |
| 5. 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 18, 2016. |
| 6. The Restricted Stock Units vest in four equal installments with the first installment vesting on February 17, 2016. |
| 7. Represents Restricted Stock Units held by the reporting person that vest in whole or in part in cash. |
| 8. The Restricted Stock Units vest in four equal installments with the first installment vesting on February 18, 2015. |
| Remarks: |
| /s/ Theodore Neos, by Power of Attorney | 02/19/2016 | |
| ** 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). | ||
| ** 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. | ||
