| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Chubb Ltd [ CB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/26/2017 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Shares | 02/26/2017 | M | 21,788(1) | A | $0.00 | 101,564 | D | |||
| Common Shares | 02/26/2017 | F(2) | 10,768 | D | $138.545 | 90,796 | D | |||
| Common Shares | 02/26/2017 | M | 7,262(3) | A | $0.00 | 98,058 | D | |||
| Common Shares | 02/26/2017 | F(2) | 3,719 | D | $138.545 | 94,339(4) | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 Securities Underlying Derivative Security (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: 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 | ||||||||
| Performance Units | $0.00 | 02/26/2017 | M | 21,788 | (1) | (1) | Common Shares | 21,788 | $0.00 | 35,560(5) | D | ||||
| Restricted Stock Units | $0.00 | 02/26/2017 | M | 7,262 | (3) | (3) | Common Shares | 7,262 | $0.00 | 11,853(6) | D | ||||
| ESOP Excess Benefit Plan Rights | (7) | (8) | (8) | Common Shares | 6,102.79(9) | 6,102.79(9)(10) | D | ||||||||
| Explanation of Responses: |
| 1. Reflects Performance Units which cliff vested on February 26, 2017. Performance Units convert into Common Shares on a one-for-one basis. |
| 2. Common Shares being withheld in order to pay tax liability. |
| 3. Reflects Restricted Stock Units which cliff vested on February 26, 2017. Restricted Stock Units convert into Common Shares on a one-for-one basis. |
| 4. The reporting person no longer holds an indirect interest. |
| 5. All Performance Units of this tranche have vested. Total includes Performance Units from other tranches with different vesting dates, but excludes derivative securities of other types and other tranches, different vesting terms, performance periods and conditions, exercise terms and conditions, and expiration dates, as applicable. |
| 6. All Restricted Stock Units of this tranche have vested. Total includes Restricted Stock Units from other tranches with different vesting dates, but excludes derivative securities of other types and other tranches, different vesting terms, performance periods and conditions, exercise terms and conditions, and expiration dates, as applicable. |
| 7. Each ESOP Excess Benefit Plan Right represents the right to receive one Common Share. |
| 8. The reported ESOP Excess Benefit Plan Rights were acquired under an excess benefits plan and are to be settled upon the Reporting Person's separation from service. |
| 9. Includes 5,970.994 rights reported on the Reporting Person's Form 3, and 194.715 rights that were subsequently credited pursuant to the dividend investment provisions of the excess benefits plan. |
| 10. Total excludes derivative securities of other types and other tranches, different vesting terms, performance periods and conditions, exercise terms and conditions, and expiration dates as applicable. |
| Remarks: |
| *of Chubb Group and President of North America Commercial and Personal Insurance |
| /s/ Samantha Froud, Attorney-in-fact | 02/28/2017 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||