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