SEC Form 4
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*
IORDANOU CONSTANTINE

(Last) (First) (Middle)
WESSEX HOUSE, 5TH FLOOR
45 REID STREET

(Street)
HAMILTON D0 HM 12

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ARCH CAPITAL GROUP LTD. [ ACGL ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chairman, President & CEO
3. Date of Earliest Transaction (Month/Day/Year)
12/05/2007
4. If Amendment, Date of Original Filed (Month/Day/Year)
03/07/2008
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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, $.0033 par value per share 343,245 I By Limited Liability Company(1)
Common Shares, $.0033 par value per share 05/23/2008 J 339,947 D (2) 343,245 I By Limited Liability Company
Common Shares, $.0033 par value per share 05/23/2008 G 3,298 D (3) 343,245 I By Limited Liability Company
Common Shares, $.0033 par value per share 05/27/2009 G 2,356 A (4) 343,245 I By Limited Liability Company
Common Shares, $.0033 par value per share 06/07/2010 G 942 A (5) 116,613 I By Limited Liability Company
Common Shares, $.0033 par value per share 11/30/2011 S 50,000(7) D $37.1735(6) 372,045 D
Series B Non-Cumulative Preferred Shares (non-convertible) 67,273.3862 I By GRAT
Series A Non-Cumulative Preferred Shares (non-convertible) 11,224.4855 I By GRAT
Series B Non-Cumulative Preferred Shares (non-convertible) 1,400 I By spouse
Common Shares, $.0033 par value per share 11,616(8) I By child(8)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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
Explanation of Responses:
1. The reporting person owns a 99% membership interest in Mathiatis LLC, a limited liability company of which he is the sole managing member. Prior ownership reports incorrectly reported that the reporting person owned 100% of the membership interests. Each of the reporting person's three children's irrevocable trusts own the remaining interest of approximately 1% in Mathiatis LLC.
2. On May 23, 2008, the reporting person assigned an approximately 32.7% membership interest in Mathiatis LLC to each of his three children's irrevocable trusts. The trusts provided promissory notes in exchange for the assignment. On that date, the three irrevocable trusts held approximately 339,947 common shares.
3. On May 23, 2008, the reporting person gifted an approximately 0.32% membership interest in Mathiatis LLC to the reporting person's 2008 GRAT.
4. On May 27, 2009, the 2008 GRAT distributed an approximately 0.69% membership interest in Mathiatis LLC to the reporting person. The 2008 GRAT retained an approximate 0.27% membership interest in Mathiatis LLC.
5. On June 7, 2010, the 2008 GRAT assigned to the reporting person its remaining membership interest in Mathiatis LLC. In addition, the reporting person no longer has a pecuniary interest in 226,632 common shares because the interest is owned by the reporting person's adult daughters who resides outside of his household.
6. Represents a weighted average sale price; the sales prices range from $37.1735 to $37.2601. Upon request, the full sale information regarding the number of shares sold at each price increment will be provided to the Commission or to a security holder of the issuer.
7. The shares were sold in order to satisfy state and federal income tax obligations.
8. The reporting person no longer has a reportable beneficial ownership interest in 11,616 common shares owned by one of his adult daughters.
/s/ Constantine Iordanou 12/02/2011
** 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).
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