0001209191-17-044605.txt : 20170710 0001209191-17-044605.hdr.sgml : 20170710 20170710164425 ACCESSION NUMBER: 0001209191-17-044605 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170706 FILED AS OF DATE: 20170710 DATE AS OF CHANGE: 20170710 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Allied World Assurance Co Holdings, AG CENTRAL INDEX KEY: 0001163348 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: PARK TOWER, 15TH FLOOR STREET 2: GUBELSTRASSE 24 CITY: ZUG STATE: V8 ZIP: 6300 BUSINESS PHONE: 441-278-5400 MAIL ADDRESS: STREET 1: PARK TOWER, 15TH FLOOR STREET 2: GUBELSTRASSE 24 CITY: ZUG STATE: V8 ZIP: 6300 FORMER COMPANY: FORMER CONFORMED NAME: ALLIED WORLD ASSURANCE CO HOLDINGS LTD DATE OF NAME CHANGE: 20060615 FORMER COMPANY: FORMER CONFORMED NAME: ALLIED WORLD ASSURANCE HOLDINGS LTD DATE OF NAME CHANGE: 20011207 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ziegler Kent W CENTRAL INDEX KEY: 0001584980 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32938 FILM NUMBER: 17958220 MAIL ADDRESS: STREET 1: 199 WATER STREET STREET 2: 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10038 FORMER NAME: FORMER CONFORMED NAME: Zielger Kent W DATE OF NAME CHANGE: 20130823 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2017-07-06 0 0001163348 Allied World Assurance Co Holdings, AG AWH 0001584980 Ziegler Kent W ALLIED WORLD ASSURANCE CO. HOLDINGS, AG GUBELSTRASSE 24, PARK TOWER, 15TH FLOOR ZUG V8 6300 SWITZERLAND 0 1 0 0 SVP, Finance & CAO Common Shares 2017-07-06 4 U 0 2343 D 0 D Restricted Stock Units 2017-07-06 4 D 0 4763 D Common Shares 4763 0 D Performance-based Awards 2017-07-06 4 D 0 5229 D Common Shares 5229 0 D Disposed of in an exchange offer (the "Offer") by a wholly-owned subsidiary of Fairfax Financial Holdings Limited, a Canadian corporation ("Fairfax"), to acquire all of the outstanding common shares, par value CHF 4.10 per share, of the Issuer, pursuant to the terms, and subject to the conditions, of that certain Agreement and Plan of Merger, dated as of December 18, 2016, between Fairfax and the Issuer (the "Merger Agreement"). Each share of the Issuer was exchanged for (i) cash consideration of $23.00, (ii) a special cash dividend of $5.00 and (iii) 0.057937 of a share of subordinate voting stock at Fairfax (the "Merger Consideration"). Pursuant to the Merger Agreement, outstanding Restricted Stock Units became fully vested in connection with the completion of the Offer and were automatically cancelled and converted into the right to receive an amount in cash equal to the Merger Consideration (with the Merger Consideration being converted into cash as of the time of completion of the Offer). Pursuant to the Merger Agreement, outstanding performance-based awards became fully vested based on the target specified in the applicable performance-based award in connection with the completion of the Offer and were automatically cancelled and converted into the right to receive an amount in cash equal to the Merger Consideration (with the Merger Consideration being converted into cash as of the time of completion of the Offer). /s/ Theodore Neos, by Power of Attorney 2017-07-10