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)

WESSEX HOUSE, 4TH FLOOR

45 REID STREET

(Street)

HAMILTON

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)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
03/04/2009

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)
Series A Non-Cumulative Preferred Shares (non-convertible)	03/04/2009		P		1,372	A	$16	7,872	D
Series B Non-Cumulative Preferred Shares (non-convertible)	03/04/2009		P		2,466	A	$15.5	52,972	D
Series A Non-Cumulative Preferred Shares (non-convertible)	03/05/2009		P		2,649	A	$15.3	10,521	D
Common Shares, $.01 par value per share	03/06/2009		G	V	100⁽³⁾	D	$0	124,580	D
Common Shares, $.01 par value per share								129,415	I	By Limited Liability Company⁽²⁾
Series B Non-Cumulative Preferred Shares (non-convertible)								1,400	I	By spouse
Common Shares, $.01 par value per share								11,850	I	By Trusts⁽¹⁾
Common Shares, $.01 par value per share								11,666	I	By children
Series B Non-Cumulative Preferred Shares (non-convertible)								3,000	I	By Trusts⁽¹⁾

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)	$23.5							01/01/2002⁽⁴⁾	01/01/2012	Common Shares, $.01 par value per share	87,927⁽⁵⁾		87,927⁽⁵⁾	D
Stock Option (right to buy)	$23.5							01/01/2002⁽⁴⁾	01/01/2012	Common Shares, $.01 par value per share	312,073		312,073	I	By GRAT

Explanation of Responses:

1. These shares are held in irrevocable trusts for the benefit of the reporting person's children. The reporting person disclaims beneficial ownership of these securities and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

2. The shared are owned by Mathiatis LLC, a limited liability company. The reporting person owns all of the membership interests in Mathiatis LLC and serves as its sole managing member.

3. Represents a gift to a family member.

4. The stock option became exercisable in three equal annual installments with the first installment being exercisable on January 1, 2002 and the second and third installments being exercisable on January 1, 2003 and January 1, 2004.

5. 14,809 of the 87,927 stock options were previously reported as indirectly beneficially owned by a GRAT; as of December 31, 2008, the GRAT distributed 14,809 of such stock options to the reporting person and as a result, the reporting person directly owns 87,927 stock options.

	/s/ Constantine Iordanou	03/06/2009
	** 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.
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