0001562180-18-003382.txt : 20180720 0001562180-18-003382.hdr.sgml : 20180720 20180720120921 ACCESSION NUMBER: 0001562180-18-003382 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180718 FILED AS OF DATE: 20180720 DATE AS OF CHANGE: 20180720 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RITZ JONATHAN PETER CENTRAL INDEX KEY: 0001272068 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33606 FILM NUMBER: 18961951 MAIL ADDRESS: STREET 1: VALIDUS HOLDINGS STREET 2: THE CHARTIS BUILDING / 29 RICHMOND ROAD CITY: PEMBROKE STATE: D0 ZIP: HM 08 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: VALIDUS HOLDINGS LTD CENTRAL INDEX KEY: 0001348259 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 29 RICHMOND ROAD CITY: PEMBROKE STATE: D0 ZIP: HM08 BUSINESS PHONE: 441-278-9000 MAIL ADDRESS: STREET 1: 29 RICHMOND ROAD CITY: PEMBROKE STATE: D0 ZIP: HM08 4 1 primarydocument.xml PRIMARY DOCUMENT X0306 4 2018-07-18 true 0001348259 VALIDUS HOLDINGS LTD VR 0001272068 RITZ JONATHAN PETER C/O VALIDUS HOLDINGS, LTD. 29 RICHMOND ROAD PEMBROKE D0 HM 08 BERMUDA false true false false CEO of Validus Specialty Common Stock 2018-07-18 4 D false 104069.00 D 0.00 D On July 18, 2018, pursuant to that certain Agreement and Plan of Merger, dated as of January 21, 2018 (the Merger Agreement), by and among American International Group, Inc. (Parent), Venus Holdings Limited, a wholly owned subsidiary of Parent (Merger Sub), and Validus Holdings, Ltd. (the Company), Merger Sub merged with and into the Company, with the Company continuing as the surviving entity, which became a wholly owned subsidiary of Parent (the Merger). Pursuant to the Merger Agreement, at the effective time of the Merger, each issued and outstanding common share, par value $0.175, of the Company was canceled and converted into the right to receive $68.00 in cash. Includes all shares held by Mr. Ritz immediately prior to the Merger, including previously granted restricted share awards. At the effective time of the Merger, a pro rata portion (based on the amount of the applicable vesting period that has elapsed) of each unvested restricted share award held by Mr. Ritz became fully vested and was canceled and converted into the right to receive $68.00 in cash plus any accrued but unpaid dividends in respect of such restricted share award, less any required withholding taxes. The remaining portion of each such restricted share award was assumed by Parent and converted into a number of restricted shares of Parent common stock equal to the product of (i) the number of common shares represented by the remaining portion of each such restricted share award and (ii) the equity award exchange ratio set forth in the Merger Agreement. /s/ Jonathan P. Ritz 2018-07-20