Statement of Changes in Beneficial Ownership (4)
February 28 2013 - 1:51PM
Edgar (US Regulatory)
FORM 4
[ ]
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
Estimated average burden
hours per response...
0.5
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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
*
Green Karen Ann
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2. Issuer Name
and
Ticker or Trading Symbol
ASPEN INSURANCE HOLDINGS LTD
[
AHL
]
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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 AIUK Ltd AMAL Ltd
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(Last)
(First)
(Middle)
ASPEN INSURANCE HOLDINGS LIMITED, 141 FRONT STREET
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3. Date of Earliest Transaction
(MM/DD/YYYY)
2/26/2013
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(Street)
HAMILTON, D0 HM19
(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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Ordinary Shares
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2/26/2013
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A
(1)
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8933
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A
(1)
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(2)
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19876
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D
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Ordinary Shares
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2/27/2013
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F
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100
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D
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$35.50
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19776
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D
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Ordinary Shares
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2/27/2013
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F
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200
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D
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$35.61
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19576
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D
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Ordinary Shares
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2/27/2013
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F
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100
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D
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$35.63
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19476
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D
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Ordinary Shares
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2/27/2013
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F
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100
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D
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$35.64
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19376
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D
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Ordinary Shares
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2/27/2013
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F
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100
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D
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$35.65
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19276
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D
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Ordinary Shares
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2/27/2013
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F
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100
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D
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$35.66
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19176
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D
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Ordinary Shares
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2/27/2013
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F
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200
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D
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$35.67
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18976
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D
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Ordinary Shares
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2/27/2013
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F
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300
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D
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$35.69
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18676
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D
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Ordinary Shares
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2/27/2013
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F
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200
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D
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$35.695
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18476
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D
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Ordinary Shares
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2/27/2013
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F
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147
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D
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$35.6964
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18329
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D
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Ordinary Shares
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2/27/2013
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F
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300
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D
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$35.70
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18029
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D
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Ordinary Shares
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2/27/2013
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F
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53
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D
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$35.71
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17976
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D
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Ordinary Shares
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2/27/2013
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F
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100
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D
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$35.74
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17876
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D
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Ordinary Shares
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2/27/2013
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F
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100
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D
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$35.75
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17776
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D
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Ordinary Shares
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2/27/2013
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F
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500
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D
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$35.76
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17276
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D
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Ordinary Shares
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2/27/2013
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F
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200
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D
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$35.77
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17076
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D
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Ordinary Shares
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2/27/2013
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F
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200
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D
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$35.78
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16876
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D
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Ordinary Shares
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2/27/2013
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F
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400
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D
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$35.79
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16476
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D
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Ordinary Shares
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2/27/2013
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F
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100
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D
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$35.81
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16376
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D
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Ordinary Shares
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2/27/2013
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F
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300
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D
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$35.82
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16076
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D
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Ordinary Shares
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2/27/2013
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F
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100
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D
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$35.83
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15976
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D
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Ordinary Shares
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2/27/2013
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F
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400
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D
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$35.84
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15576
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D
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Ordinary Shares
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2/27/2013
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F
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300
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D
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$35.86
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15276
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D
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Ordinary Shares
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2/27/2013
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F
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100
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D
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$35.87
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15176
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D
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Ordinary Shares
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2/27/2013
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F
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100
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D
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$35.90
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15076
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D
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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)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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2010 Performance Shares
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(2)
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2/26/2013
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M
(3)
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8933
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(3)
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(3)
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Ordinary Shares
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8933
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(2)
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0
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D
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2010 Performance Shares
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(2)
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2/26/2013
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A
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3823
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(4)
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(4)
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Ordinary Shares
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3823
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(2)
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8933
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D
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2011 Performance Shares
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(2)
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2/26/2013
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A
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5552
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(5)
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(5)
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Ordinary Shares
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5552
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(2)
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5552
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D
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2012 Performance Shares
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(2)
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2/26/2013
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A
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3399
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(6)
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(6)
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Ordinary Shares
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3399
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(2)
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3399
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D
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Explanation of Responses:
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(
1)
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Ordinary shares acquired upon mandatory conversion of Performance Shares in accordance with the performance conditions having been met.
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(
2)
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Each Performance Share represents the right to receive one share of the Issuer's Ordinary Shares
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(
3)
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Represents mandatory conversion of all 2010 Performance Shares eligible for vesting following the achievement of certain financial targets by the Issuer and filing of the annual report on Form 10-K for the year ended December 31, 2012.
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(
4)
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Represents 2010 Performance Shares eligible for vesting following the achievement of certain financial targets by the Issuer. One third of the 2010 Performance Share award is tested annually over a three-year period. All vested 2010 Performance Shares are issued following the filing of the annual report on Form 10-K for the year ended December 31, 2012.
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(
5)
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Represents 2011 Performance Shares eligible for vesting following the achievement of certain financial targets by the Issuer. One third of the 2011 Performance Share award is tested annually over a three-year period. All vested 2011 Performance Shares are issued following the filing of the annual report on Form 10-K for the year ended December 31, 2013.
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(
6)
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Represents 2012 Performance Shares eligible for vesting following the achievement of certain financial targets by the Issuer. One third of the 2012 Performance Share award is tested annually over a three-year period. All vested 2012 Performance Shares are issued following the filing of the annual report on Form 10-K for the year ended December 31, 2014.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Green Karen Ann
ASPEN INSURANCE HOLDINGS LIMITED
141 FRONT STREET
HAMILTON, D0 HM19
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CEO AIUK Ltd AMAL Ltd
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Signatures
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/s/ Patricia Roufca as Attorney-in-fact for Karen Green
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2/28/2013
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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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