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^*

BANCROFT PHILIP V

(Last)

(First)

(Middle)

THE CHUBB BUILDING,

17 WOODBOURNE AVENUE

(Street)

HAMILTON

HM 08

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Chubb Ltd [ CB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive Vice President*

3. Date of Earliest Transaction (Month/Day/Year)
06/02/2016

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)
Common Shares	06/02/2016		M		16,700	A	$56.14	327,278	D
Common Shares	06/02/2016		M		18,150	A	$60.28	345,428	D
Common Shares	06/02/2016		M		21,594	A	$38.51	367,022	D
Common Shares	06/02/2016		M		19,725	A	$50.37	386,747	D
Common Shares	06/02/2016		S⁽¹⁾		72,730	D	$127.3⁽²⁾	314,017	D

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)
Options to Acquire	$56.14	06/02/2016		M			16,700	⁽³⁾	02/28/2017	Common Shares	16,700	$0.00	171,663⁽⁴⁾	D
Options to Acquire	$60.28	06/02/2016		M			18,150	⁽⁵⁾	02/27/2018	Common Shares	18,150	$0.00	153,513⁽⁴⁾	D
Options to Acquire	$38.51	06/02/2016		M			21,594	⁽⁶⁾	02/26/2019	Common Shares	21,594	$0.00	131,919⁽⁷⁾	D
Options to Acquire	$50.37	06/02/2016		M			19,725	⁽⁸⁾	02/25/2020	Common Shares	19,725	$0.00	112,194⁽⁹⁾	D

Explanation of Responses:

1. Sale of Common Shares in connection with broker-assisted cashless exercise of options.

2. The Common Shares reported herein as being sold were sold at a range of between $127.15 and $127.52 per share. The sale price reported above represents the weighted average sale price for the reported transaction and has been rounded to the nearest cent.

3. The stock options vested in equal installments on February 28, 2008, February 28, 2009 and February 28, 2010.

4. All options of this tranche have been exercised. Total includes options from other tranches with different exercise prices, vesting dates and expiration dates.

5. The stock options vested in equal installments on February 27, 2009, February 27, 2010 and February 27, 2011.

6. The stock options vested in equal installments on February 26, 2010, February 26, 2011 and February 26, 2012.

7. 2,596 options of this tranche have not been exercised. Total also includes options from other tranches with different exercise prices, vesting dates and expiration dates.

8. The stock options vested in equal installments on February 25, 2011, February 25, 2012 and February 25, 2013.

9. 1,985 options of this tranche have not been exercised. Total also includes options from other tranches with different exercise prices, vesting dates and expiration dates.

Remarks:

*and Chief Financial Officer

	/s/ Samantha Froud, Attorney-in-fact	06/03/2016
	** 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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