UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
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. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Warrants | Â (3) | 03/31/2020 | Common Shares, $0.01 par value per share | 975,503 | $ (4) | I | See Footnote 1 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
ARCH CAPITAL GROUP LTD. 100 PITTS BAY ROAD WATERLOO HOUSE, GROUND FLOOR PEMBROKE, D0 HM 08 |
 |  X |  |  |
ARCH REINSURANCE LTD. 100 PITTS BAY ROAD WATERLOO HOUSE, 1ST FLOOR PEMBROKE, D0 HM 08 |
 |  X |  |  |
Marcy Rathman, Attorney in fact | 03/26/2019 | |
**Signature of Reporting Person | Date | |
Marcy Rathman, Attorney in fact | 03/26/2019 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(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). |
(1) | The reported securities are owned directly by Arch Reinsurance Ltd., a Bermuda company and a wholly owned subsidiary of Arch Capital Group Ltd., a Bermuda company. |
(2) | The reported securities are owned by Arch Capital Group Ltd.'s wholly owned subsidiary, Gulf Reinsurance Limited, a Dubai International Financial Centre company. |
(3) | The warrants are exercisable at any time following the listing of the issuer's common shares on the NASDAQ Global Select Market. |
(4) | The exercise price of the warrants is determined on the date of exercise so that, if all such warrants then outstanding were exercised in full on such exercise date in respect of the common shares then subject to such warrants, initial holders who purchased common shares in the issuer's original private placement would achieve a 15% target return (including dilution from such warrants and excluding dilution from start-up expenses related to the issuer's formation and original private placement or any warrants the issuer may issue in the future) from March 25, 2014, the initial closing of the issuer's original private placement, through the date of such exercise, based on the $40.00 initial purchase price per common share paid by such initial holders and the market value of the common shares that would be necessary for the initial holders to achieve such target return if the initial holders disposed of their common shares on the date of such exercise. |