|
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 |
|
| |||||||||||||||||||||||||||||
|
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) |
||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Employee Stock Option | $ 25.62 | 10/20/2008 | D | 8,503 | (3) | 05/02/2018 | common stock | 8,503 | (4) | 0 | D | ||||
Employee Stock Option | $ 22.56 | 10/20/2008 | D | 7,937 | (5) | 02/27/2018 | common stock | 7,937 | (4) | 0 | D | ||||
Employee Stock Option | $ 25.3 | 10/20/2008 | D | 4,215 | (6) | 02/23/2017 | common stock | 4,215 | (4) | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Asensio Robert John 9 FARM SPRINGS ROAD FARMINGTON, CT 06032 |
S.V.P. -- Chief Info. Officer |
Robert J. Asensio, by Timothy J. Curry, attorney in fact | 10/21/2008 | |
**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) | Disposed of pursuant to the Agreement and Plan of Merger, dated as of June 27, 2008, by and among Darwin Professional Underwriters, Inc. (the "Company"), Allied World Assurance Company Holdings, Ltd and Allied World Merger Company (the "Merger Agreeement"), in exchange for a cash payment of $32.00 per share of the Company's common stock (the "Common Stock") held by the reporting person. |
(2) | Total includes restricted shares of Common Stock which were accelerated and converted into right to receive $32.00 per share in cash pursuant to the Merger Agreement. |
(3) | These options, which provided for vesting in four equal installments beginning on 05/02/2009, were cancelled pursuant to the Merger Agreement in exchange for cash payment representing the difference between the exercise price and $32.00 per share, the merger consideration under the Merger Agreement. |
(4) | Employee stock options previously granted under the Company's 2006 Stock Incentive Plan (the "Plan"), exercisable at a fair market value determined in accordance with the Plan. |
(5) | These options, which provided for vesting in four equal installments beginning on 02/27/2008, were cancelled pursuant to the Merger Agreement in exchange for cash payment representing the difference between the exercise price and $32.00 per share, the merger consideration under the Merger Agreement. |
(6) | These options, which provided for vesting in four equal installments beginning on 02/23/2007, were cancelled pursuant to the Merger Agreement in exchange for cash payment representing the difference between the exercise price and $32.00 per share, the merger consideration under the Merger Agreement. |