Statement of Changes in Beneficial Ownership (4)
05 November 2022 - 10:21AM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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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1. Name and Address of Reporting Person
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Gansberg David |
2. Issuer Name and Ticker or Trading Symbol
ARCH CAPITAL GROUP LTD.
[
ACGL
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) CEO, GLOBAL MORTGAGE GROUP |
(Last)
(First)
(Middle)
C/O ARCH CAPITAL GROUP LTD., WATERLOO HOUSE, 100 PITTS BAY ROAD |
3. Date of Earliest Transaction
(MM/DD/YYYY)
11/2/2022 |
(Street)
PEMBROKE, D0 HM 08
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Shares, $.0011 par value per share | 11/2/2022 | | M | | 7395 | A | $17.8433 | 180158 | D | |
Common Shares, $.0011 par value per share | 11/2/2022 | | F(1) | | 4591 | D | $56.22 | 175567 | D | |
Common Shares, $.0011 par value per share | 11/2/2022 | | M | | 29070 | A | $17.68 | 204637 | D | |
Common Shares, $.0011 par value per share | 11/2/2022 | | F(2) | | 17998 | D | $56.22 | 186639 | D | |
Common Shares, $.0011 par value per share | 11/2/2022 | | M | | 10950 | A | $19.09 | 197589 | D | |
Common Shares, $.0011 par value per share | 11/2/2022 | | F(3) | | 6933 | D | $56.22 | 190656 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 | $17.8433 | 11/2/2022 | | M | | | 7395 | (4) | 5/9/2023 | Common Shares, $.0011 par value per share | 7395 | $0 | 0 | D | |
Share Appreciation Right | $17.68 | 11/2/2022 | | M | | | 29070 | (5) | 2/4/2024 | Common Shares, $.0011 par value per share | 29070 | $0 | 0 | D | |
Share Appreciation Right | $19.09 | 11/2/2022 | | M | | | 10950 | (6) | 5/13/2024 | Common Shares, $.0011 par value per share | 10950 | $0 | 0 | D | |
Explanation of Responses: |
(1) | In connection with the exercise of the share appreciation rights award described in Table II, 4,591 common shares were disposed of in satisfaction of the exercise price and taxes due. The reporting person received a net issuance of 2,804 common shares. |
(2) | In connection with the exercise of the share appreciation rights award described in Table II, 17,998 common shares were disposed of in satisfaction of the exercise price and taxes due. The reporting person received a net issuance of 11,072 common shares. |
(3) | In connection with the exercise of the share appreciation rights award described in Table II, 4,591 common shares were disposed of in satisfaction of the exercise price and taxes due. The reporting person received a net issuance of 2,804 common shares. |
(4) | The share appreciation right became exercisable in three equal annual installments; the first installment became exercisable on May 9, 2014 and the next two installments on May 9, 2015 and May 9, 2016 subject to the applicable award agreement. |
(5) | The share appreciation right became exercisable in three equal annual installments; the first installment became exercisable on February 4, 2015 and the next two installments on February 4, 2016 and February 4, 2017 subject to the applicable award agreement. |
(6) | The share appreciation right became exercisable in three equal annual installments, with the first installment becoming exercisable on May 13, 2015 and the next two installments on May 13, 2016 and May 13, 2017, subject to the applicable award agreement |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Gansberg David C/O ARCH CAPITAL GROUP LTD. WATERLOO HOUSE, 100 PITTS BAY ROAD PEMBROKE, D0 HM 08 |
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| CEO, GLOBAL MORTGAGE GROUP |
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Signatures
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/s/ David Gansberg | | 11/4/2022 |
**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 control number. |
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