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Form 4 ASPEN INSURANCE HOLDINGS For: Feb 11 Filed by: Gibbard Lisa Ms.

February 13, 2015 1:54 PM EST
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 *
Gibbard Lisa Ms.

(Last) (First) (Middle)
ASPEN INSURANCE HOLDINGS LIMITED
141 FRONT STREET

(Street)
HAMILTON D0 HM19

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ASPEN INSURANCE HOLDINGS LTD [ AHL ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Head of IT & Shared Services
3. Date of Earliest Transaction (Month/Day/Year)
02/11/2015
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
Ordinary Shares 02/11/2015   A   567 A (1) 4,789 (2) D  
Ordinary Shares 02/11/2015   F (3)   267 D $ 45.65 4,522 (2) 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
Restricted Share Units (2013 Grant) (4) 02/11/2015   M     567   (5)   (5) Ordinary Shares 567 (4) 567 D  
Explanation of Responses:
1. Ordinary shares acquired upon mandatory conversion of previously granted Restricted Share Units.
2. The amount of ordinary shares beneficially owned by the Reporting Person following the transactions reported on the Form 4 filed on February 10, 2015 omitted 267 ordinary shares. However, these 267 ordinary shares were included in Reporting Person's acquisition of the 566 ordinary shares reported on the Form 4 filed on February 10, 2015.
3. Ordinary shares withheld in order to satisfy tax liability upon vesting of previously granted Restricted Share Units.
4. Each Restricted Share Unit represents the right to receive one share of the Issuer's Ordinary Shares.
5. Represents 2013 Restricted Share Units granted on February 11, 2013 under our 2003 Share Incentive Plan (as amended). One-third of the 2013 Restricted Share Units vests annually on the anniversary of the grant date over a three-year period, in each case subject to the Reporting Person's continued service. Upon vesting of the 2013 Restricted Share Units, the Reporting Person shall be entitled to received a number of Ordinary Shares equal to the number of Restricted Share Units then vesting.
/s/ Patricia Roufca as Attorney-in-Fact for Lisa Gibbard 02/13/2015
** 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.
Power of Attorney Relating to Section 16 Filings

Know all by these presents, that the undersigned hereby constitutes and appoints
each of Michael Cain, Patricia Roufca, Silvia Martinez, Sarah Vanderpump and
Rikin Pabari 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 25th day of
March, 2014.
/s/ Lisa Gibbard          
Lisa Gibbard
 



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