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*
Lyons Mark Donald

(Last) (First) (Middle)
C/O ARCH CAPITAL GROUP LTD.
100 PITTS BAY ROAD, GROUND FLOOR

(Street)
PEMBROKE D0 HM 08

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ARCH CAPITAL GROUP LTD. [ ACGL ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP,CFO & Treasurer
3. Date of Earliest Transaction (Month/Day/Year)
02/15/2017
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)
Code V Amount (A) or (D) Price
Common Shares, $.0033 par value per share 02/15/2017 M 5,000 A $25.01 190,132(1) D
Common Shares, $.0033 par value per share 02/15/2017 M 4,500 A $33.913 194,632(1) D
Common Shares, $.0033 par value per share 02/15/2017 M 4,000 A $38.58 198,632(1) D
Common Shares, $.0033 par value per share 02/15/2017 M 5,000 A $40.1 203,632(1) D
Common Shares, $.0033 par value per share 02/15/2017 F(5) 8,465 D (5) 195,167(1) D
Common Shares, $.0033 par value per share 02/15/2017 S(6) 5,000 D $93.0902(4) 190,167(1) 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Share Appreciation Right $25.01 02/15/2017 M 5,000 (3) 05/05/2020 Common Shares, $.0033 par value per share 5,000 $0 0 D
Share Appreciation Right $33.913 02/15/2017 M 4,500 (2) 05/06/2021 Common Shares, $.0033 par value per share 4,500 $0 4,900 D
Share Appreciation Right $38.58 02/15/2017 M 4,000 (7) 05/09/2022 Common Shares, $.0033 par value per share 4,000 $0 5,000 D
Share Appreciation Right $40.1 02/15/2017 M 5,000 (8) 09/06/2022 Common Shares, $.0033 par value per share 5,000 $0 5,000 D
Explanation of Responses:
1. 86,722 of such amount will settle in Issuer's common shares upon the termination of the Reporting Person's employment, as specifically provided in the award agreements.
2. The share appreciation right became exercisable in three equal annual installments commencing May 6, 2012, subject to the applicable award agreement.
3. The share appreciation right became exercisable in three equal annual installments commencing May 5, 2011, subject to the applicable award agreement.
4. Represents a weighted average sales price; the sales prices range from $92.9818 to $93.279. Upon request, the full sale information regarding the number of shares sold at each price increment will be provided to the Commission or to the security holder of the issuer.
5. In connection with the partial exercise of the four share appreciation rights awards as described in Table II, 1,669 common shares were withheld for taxes at a tax price of $93.09 per share. In addition, 6,796 common shares were disposed in satisfaction of the exercise prices (see Table II). The reporting person received a net issuance of 10,035 common shares.
6. A portion of the proceeds will be used to satisfy state and federal tax obligations.
7. The share appreciation right became exercisable in three equal annual installments commencing May 9, 2013, subject to the applicable award agreement.
8. The share appreciation right became exercisable in three equal annual installments commencing September 6, 2013, subject to the applicable award agreement.
/s/ Mark D. Lyons 02/17/2017
** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.