SEC FORM 4

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)

C/O ARCH CAPITAL GROUP LTD.

WATERLOO HOUSE,100 PITTS BAY ROAD

(Street)

PEMBROKE

HM 08

(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)
05/13/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares, $.0033 par value per share	05/13/2015		A		58,110	A	⁽³⁾	365,348	D
Common Shares, $.0033 par value per share								83,333	I	By Limited Liability Company
Common Shares, $.0033 par value per share								116,613	I	By Limited Liability Company
Common Shares, $.0033 par value per share								11,616	I	By child
Series C Non-Cumulative Preferred Shares (non-convertible)								6,000	D
Series C Non-Cumulative Preferred Shares (non-convertible)								1,800	I	By spouse

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$18.757	03/31/2015		G	V		12,256⁽²⁾	⁽¹⁾	02/23/2016	Common Shares, $.0033 par value per share	249,332	⁽²⁾	249,332⁽²⁾	I	By 2010 GRAT
Stock Option (right to buy)	$18.757	03/31/2015		G	V	12,256⁽²⁾		⁽¹⁾	02/23/2016	Common Shares, $.0033 par value per share	12,256	$0⁽²⁾	141,938⁽²⁾	D
Stock Option (right to buy)	$62.51	05/13/2015		A		58,110		⁽⁴⁾	05/13/2025	Common Shares, $.0033 par value per share	58,110	$0	58,110	D

Explanation of Responses:

1. The stock option became exercisable in three equal annual installments with the first installment being exercisable on February 23, 2007 and the second and third installments being exercisable on February 23, 2008 and February 23, 2009.

2. On March 31, 2015, 12,256 stock options were distributed from the 2010 GRAT. Such options were previously reported as indirectly beneficially held by the 2010 GRAT. Following such distribution, the reporting person owns 141,938 stock options directly and 249,332 stock options indirectly by the GRAT.

3. Represents restricted shares that vest in three equal annual installments on May 13th in each of 2016, 2017 and 2018, subject to the applicable award agreement.

4. The stock option will become exercisable in three equal annual installments, with the first installment becoming exercisable on May 13, 2016 and the next two installments on May 13, 2017 and May 13, 2018, subject to the applicable award agreement.

	/s/ Constantine Iordanou	05/14/2015
	** 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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