Statement of Changes in Beneficial Ownership (4)
24 February 2015 - 11:34PM
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
*
McElroy John Justin
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2. Issuer Name
and
Ticker or Trading Symbol
Allied World Assurance Co Holdings, AG
[
AWH
]
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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)
COO
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(Last)
(First)
(Middle)
ALLIED WORLD ASSURANCE CO. HOLDINGS, AG, GUBELSTRASSE 24, PARK TOWER, 15TH FLOOR
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3. Date of Earliest Transaction
(MM/DD/YYYY)
2/22/2015
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(Street)
ZUG, V8 6300
(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
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2/22/2015
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M
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1680
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A
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$0.00
(1)
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11741
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D
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Common Shares
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2/22/2015
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M
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882
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A
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$0.00
(2)
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12623
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D
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Common Shares
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2/22/2015
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D
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1785
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D
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$40.4481
(3)
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10838
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D
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Common Shares
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2/22/2015
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F
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382
(4)
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D
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$40.54
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10456
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D
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Common Shares
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76917
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I
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By Trust
(5)
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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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Restricted Stock Units
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(1)
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2/22/2015
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M
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1680
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(6)
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(6)
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Common Shares
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1680
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(1)
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13221
(7)
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D
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Restricted Stock Units
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(2)
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2/22/2015
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M
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882
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(8)
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(8)
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Common Shares
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882
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(2)
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12339
(7)
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D
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Explanation of Responses:
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(
1)
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On February 22, 2012, the reporting person was granted 6,726 Restricted Stock Units for no monetary consideration. The Restricted Stock Units convert into (i) 1,344 common shares and (ii) cash equal to the market value of 5,382 common shares (measured at the date of vesting) upon the vesting of such Restricted Stock Units. These Restricted Stock Units were previously reported as a grant of 2,242 Restricted Stock Units converting into (i) 448 common shares and (ii) cash equal to the market value of 1,794 common shares. These amounts have been adjusted to reflect the issuer's 3-for-1 stock split paid on May 23, 2014.
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(
2)
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On February 22, 2011, the reporting person was granted 3,510 Restricted Stock Units for no monetary consideration. The Restricted Stock Units convert into (i) 1,755 common shares and (ii) cash equal to the market value of 1,755 common shares (measured at the date of vesting) upon the vesting of such Restricted Stock Units. These Restricted Stock Units were previously reported as a grant of 1,170 Restricted Stock Units converting into (i) 585 common shares and (ii) cash equal to the market value of 585 common shares. These amounts have been adjusted to reflect the issuer's 3-for-1 stock split paid on May 23, 2014.
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(
3)
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The fair market value of the cash portion was determined using the daily volume-weighted average sales price of the common shares for the five consecutive trading days prior to February 22, 2015, which was on a Sunday.
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(
4)
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Exclusively represents shares withheld by the Company with respect to the payment of withholding tax liability incurred upon the vesting of Restricted Stock Units.
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(
5)
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Represents shares held by an irrevocable trust for the benefit of the reporting person's children.
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(
6)
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The Restricted Stock Units vest in four equal installments with the first installment vesting on February 22, 2013.
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(
7)
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Represents Restricted Stock Units held by the reporting person that vest in whole or in part in cash.
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(
8)
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The Restricted Stock Units vested in four equal installments with the first installment vesting on February 22, 2012.
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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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McElroy John Justin
ALLIED WORLD ASSURANCE CO. HOLDINGS, AG
GUBELSTRASSE 24, PARK TOWER, 15TH FLOOR
ZUG, V8 6300
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COO
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Signatures
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/s/ Wayne H. Datz, by Power of Attorney
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2/24/2015
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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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