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*
Boornazian Brian

(Last) (First) (Middle)
ASPEN INSURANCE HOLDINGS LIMITED
141 FRONT STREET

(Street)
HAMILTON D0 HM19

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ASPEN INSURANCE HOLDINGS LTD [ AHL ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chairman Aspen Re
3. Date of Earliest Transaction (Month/Day/Year)
02/26/2013
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)
Code V Amount (A) or (D) Price
Ordinary Shares 02/26/2013 A(1) 13,398 A(1) (2) 68,890 D
Ordinary Shares 02/27/2013 F 400 D $35.8 68,490 D
Ordinary Shares 02/27/2013 F 400 D $35.81 68,090 D
Ordinary Shares 02/27/2013 F 500 D $35.76 67,590 D
Ordinary Shares 02/27/2013 F 200 D $35.69 67,390 D
Ordinary Shares 02/27/2013 F 300 D $35.68 67,090 D
Ordinary Shares 02/27/2013 F 400 D $35.71 66,690 D
Ordinary Shares 02/27/2013 F 200 D $35.67 66,490 D
Ordinary Shares 02/27/2013 F 300 D $35.64 66,190 D
Ordinary Shares 02/27/2013 F 300 D $35.65 65,890 D
Ordinary Shares 02/27/2013 F 100 D $35.6 65,790 D
Ordinary Shares 02/27/2013 F 200 D $35.565 65,590 D
Ordinary Shares 02/27/2013 F 200 D $35.75 65,390 D
Ordinary Shares 02/27/2013 F 600 D $35.85 64,790 D
Ordinary Shares 02/27/2013 F 400 D $35.855 64,390 D
Ordinary Shares 02/27/2013 F 200 D $35.86 64,190 D
Ordinary Shares 02/27/2013 F 100 D $35.79 64,090 D
Ordinary Shares 02/27/2013 F 200 D $35.78 63,890 D
Ordinary Shares 02/27/2013 F 100 D $35.74 63,790 D
Ordinary Shares 02/27/2013 F 300 D $35.83 63,490 D
Ordinary Shares 02/27/2013 F 100 D $35.87 63,390 D
Ordinary Shares 02/27/2013 F 100 D $35.9 63,290 D
Ordinary Shares 02/27/2013 F 100 D $35.88 63,190 D
Ordinary Shares 02/27/2013 F 100 D $35.82 63,090 D
Ordinary Shares 02/27/2013 F 200 D $35.785 62,890 D
Ordinary Shares 02/27/2013 F 200 D $35.685 62,690 D
Ordinary Shares 02/27/2013 F 100 D $35.63 62,590 D
Ordinary Shares 02/27/2013 F 200 D $35.66 62,390 D
Ordinary Shares 02/27/2013 F 100 D $35.61 62,290 D
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
2010 Performance Shares (2) 02/26/2013 M(3) 13,398 (3) (3) Ordinary Shares 13,398 (2) 0 D
2010 Performance Shares (2) 02/26/2013 A 5,733 (4) (4) Ordinary Shares 5,733 (2) 13,398 D
2011 Performance Shares (2) 02/26/2013 A 8,328 (5) (5) Ordinary Shares 8,328 (2) 8,328 D
2012 Performance Shares (2) 02/26/2013 A 8,157 (6) (6) Ordinary Shares 8,157 (2) 8,157 D
Explanation of Responses:
1. Ordinary shares acquired upon mandatory conversion of Performance Shares in accordance with the performance conditions having been met.
2. Each Performance Share represents the right to receive one share of the Issuer's Ordinary Shares
3. Represents mandatory conversion into Issuer's Ordinary Shares of all 2010 Performance Shares eligible for vesting following the achievement of certain financial targets by the Issuer and filing of the annual report on Form 10-K for the year ended December 31, 2012.
4. Represents 2010 Performance Shares eligible for vesting following the achievement of certain financial targets by the Issuer. One third of the 2010 Performance Share award is tested annually over a three-year period. All vested 2010 Performance Shares are issued following the filing of the annual report on Form 10-K for the year ended December 31, 2012.
5. Represents 2011 Performance Shares eligible for vesting following the achievement of certain financial targets by the Issuer. One third of the 2011 Performance Share award is tested annually over a three-year period. All vested 2011 Performance Shares are issued following the filing of the annual report on Form 10-K for the year ended December 31, 2013.
6. Represents 2012 Performance Shares eligible for vesting following the achievement of certain financial targets by the Issuer. One third of the 2012 Performance Share award is tested annually over a three-year period. All vested 2012 Performance Shares are issued following the filing of the annual report on Form 10-K for the year ended December 31, 2014.
Remarks:
/s/ Patricia Roufca as Attorney-in-Fact for Brian Boornazian 02/28/2013
** 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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