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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN 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. | |||
| 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. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Share Units | (3) | 05/19/2006 | A | 303.03 | (4) | (4) | Common Stock | 303.03 | (5) | 303.03 (6) | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Ben-Zvi Phillip Norman 9 FARM SPRINGS ROAD FARMINGTON, CT 06032 |
X | |||
| Melanie Wilhelm (attorney-in-fact) | 05/23/2006 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Amount reflected does not give effect to a 33-for-two stock split that will be effective upon the completion of the initial public offering of Darwin Professional Underwriters, Inc. (the "stock split"). After giving effect to the stock split, the amount would be 2,500 shares of Common Stock. |
| (2) | Amount reflected does not give effect to the stock split. After giving effect to the stock split, the amount would be 5,200 shares of Common Stock. |
| (3) | 1-for-1 |
| (4) | The share units were credited under the Stock and Unit Plan for Non-Employee Directors (the "Plan") of Darwin Professional Underwriters, Inc. (the "Company") and will be paid in either cash or in shares of the Company's common stock (the "Common Stock") or some combination thereof at the discretion of the Board of Directors of the Company based on the Fair Market Value (as defined in the Plan) of the Common Stock on the first business day following the earlier of (i) the date that is five calendar years following the calendar year in which the reporting person's fees were originally converted to share units, and (ii) the date the reporting person ceases to be a member of the Board of Directors of the Company or of a "change in control" (as defined in the Plan). |
| (5) | Not applicable |
| (6) | Amount reflected does not give effect to the stock split. After giving effect to the stock split, the amount would be 5,000 share units. |