0001562198-19-000006.txt : 20190220 0001562198-19-000006.hdr.sgml : 20190220 20190220131353 ACCESSION NUMBER: 0001562198-19-000006 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20190215 FILED AS OF DATE: 20190220 DATE AS OF CHANGE: 20190220 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Issavi Emil CENTRAL INDEX KEY: 0001562198 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31909 FILM NUMBER: 19617716 MAIL ADDRESS: STREET 1: ASPEN INSURANCE HOLDINGS LIMITED STREET 2: 141 FRONT STREET CITY: HAMILTON STATE: D0 ZIP: HM19 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ASPEN INSURANCE HOLDINGS LTD CENTRAL INDEX KEY: 0001267395 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 000000000 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 141 FRONT STREET CITY: HAMILTON STATE: D0 ZIP: HM 19 BUSINESS PHONE: 1 441 295 8201 MAIL ADDRESS: STREET 1: 141 FRONT STREET CITY: HAMILTON STATE: D0 ZIP: HM 19 4 1 wf-form4_155068641913672.xml FORM 4 X0306 4 2019-02-15 0 0001267395 ASPEN INSURANCE HOLDINGS LTD AHL 0001562198 Issavi Emil ASPEN INSURANCE HOLDINGS LIMITED 141 FRONT STREET HAMILTON D0 Hm19 BERMUDA 0 1 0 0 President and CUO, Aspen Re 2017 Performance Shares 2019-02-15 4 A 0 6669 A Ordinary Shares 6669.0 6669 D 2017 Performance Shares 2019-02-15 4 D 0 6669 D Ordinary Shares 6669.0 0 D Performance Shares (2018 Grant) 2019-02-15 4 A 0 16000 A Ordinary Shares 16000.0 16000 D Performance Shares (2018 Grant) 2019-02-15 4 D 0 16000 D Ordinary Shares 16000.0 0 D Each Performance Share represents the right to receive one share of the Issuer's Ordinary Shares. At the time of grant on February 10, 2017, the 2017 Performance Shares were eligible for vesting following the achievement of certain financial targets by the Issuer. Prior to the Merger, one third of the 2017 Performance Share award was tested annually over a three-year period. All vested 2017 Performance Shares would have been issued following the filing of the annual report on Form 10-K for the year ended December 31, 2019. Two thirds of the 2017 Performance Shares were forfeited based on the Issuer's 2017 and 2018 adjusted annual growth in diluted book value per ordinary share test and one third of the 2017 Performance Shares vested at target payout levels in connection with the Merger. At the effective time of the Merger, each 2017 Performance Share outstanding immediately prior to the Merger was, to the extent not vested, fully vested, and was canceled and converted into the right to receive a lump-sum amount in cash, equal to $42.75, without interest and less any applicable tax withholding, per 2017 Performance Share. This Form 4 is being filed as a result of the closing on February 15, 2019 of the merger (the "Merger") as described in the Agreement and Plan of Merger, dated as of August 27, 2018 (the "Merger Agreement") among Aspen Insurance Holdings Limited (the "Issuer"), Highlands Holdings, Ltd., and Highlands Merger Sub, Ltd. At the time of grant on February 9, 2018, the 2018 Performance Shares were eligible for vesting following the achievement of certain financial targets by the Issuer. Prior to the Merger, one third of the 2018 Performance Share award was tested annually over a three-year period. All vested 2018 Performance Shares would have been issued following the filing of the annual report on Form 10-K for the year ended December 31, 2020. One third of the 2018 Performance Shares were forfeited based on the Issuer's 2018 adjusted annual growth in diluted book value per ordinary share test and two thirds of the 2018 Performance Shares vested at target payout levels in connection with the Merger. At the effective time of the Merger, each 2018 Performance Share outstanding immediately prior to the Merger was, to the extent not vested, fully vested, and was canceled and converted into the right to receive a lump-sum amount in cash, equal to $42.75, without interest and less any applicable tax withholding, per 2018 Performance Share. /s/Silvia Martinez as Attorney-in-fact for Emil Issavi 2019-02-20 EX-24 2 powerofattorneyemilissavir.htm POA EMIL ISSAVI

Power of Attorney Relating to Section 16 Filings

Know all by these presents, that the undersigned hereby constitutes and appoints each of Michael Cain, Silvia Martinez, Tabraiz Mohammed and Ella Crawley with full power of substitution and resubstitution, the undersigned's true and lawful attorney-in-fact to:

(1) prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the U.S. Securities and Exchange Commission (the "SEC") a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or any rule or regulation of the SEC;

(2) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Aspen Insurance Holdings Limited (the "Company"), any Form 3, 4, and 5 in accordance with Section 16(a) of the Exchange Act;

(3) prepare and sign on behalf of the undersigned any Form 144 Notice under the Securities Act of 1933, as amended (the "Securities Act"), and file the same with the SEC;

(4) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, 5, or 144, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and

(5) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Exchange Act or Section 5 of the Securities Act or Rule 144 promulgated under such Act.

This Power of Attorney shall remain in effect until the undersigned is no longer required to file Forms 3, 4, 5 and 144 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.


IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 29th day of January, 2016.

/s/ Emil Issavi
EMIL ISSAVI