Statement of Changes in Beneficial Ownership (4)
May 17 2016 - 11:03AM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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hours per response...
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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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1. Name and Address of Reporting Person
*
Lyons Mark Donald
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2. Issuer Name
and
Ticker or Trading Symbol
ARCH CAPITAL GROUP LTD.
[
ACGL
]
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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
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(Last)
(First)
(Middle)
C/O ARCH CAPITAL GROUP LTD., 100 PITTS BAY ROAD, GROUND FLOOR
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3. Date of Earliest Transaction
(MM/DD/YYYY)
5/13/2016
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(Street)
PEMBROKE, D0 HM 08
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Shares, $.0033 par value per share
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5/13/2016
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A
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8080
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A
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(2)
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202676
(1)
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D
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Common Shares, $.0033 par value per share
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5/13/2016
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M
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7950
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A
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$23.707
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210626
(1)
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D
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Common Shares, $.0033 par value per share
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5/13/2016
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M
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5000
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A
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$25.01
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215626
(1)
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D
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Common Shares, $.0033 par value per share
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5/13/2016
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M
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5000
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A
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$23.1
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220626
(1)
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D
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Common Shares, $.0033 par value per share
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5/13/2016
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F
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11796
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D
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$71.70
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208830
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Option (right to buy)
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$71.70
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5/13/2016
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A
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8080
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(3)
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5/13/2026
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Common Shares, $.0033 par value per share
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8080
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$0
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8080
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D
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Share Appreciation Right
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$23.707
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5/13/2016
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M
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7950
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(4)
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5/11/2017
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Common Shares, $.0033 par value per share
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7950
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$0
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0
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D
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Share Appreciation Right
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$25.01
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5/13/2016
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M
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5000
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(5)
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5/5/2020
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Common Shares, $.0033 par value per share
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5000
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$0
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15000
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D
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Share Appreciation Right
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$23.1
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5/13/2016
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M
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5000
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(6)
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5/9/2018
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Common Shares, $.0033 par value per share
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5000
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$0
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8050
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D
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Explanation of Responses:
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(
1)
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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.
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(
2)
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Represents restricted shares that vest in three equal annual installments on May 13th in each of 2017, 2018 and 2019, subject to the applicable award agreement.
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(
3)
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The stock option will become exercisable in three equal annual installments, with the first installment becoming exercisable on May 13, 2017 and the next two installments on May 13, 2018 and May 13, 2019, subject to the applicable award agreement.
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(
4)
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The share appreciation right became exercisable in three equal annual installments commencing May 11, 2008, subject to the applicable award agreement.
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(
5)
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The share appreciation right became exercisable in three equal annual installments commencing May 5, 2011, subject to the applicable award agreement.
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(
6)
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The share appreciation right became exercisable in three equal annual installments commencing May 9, 2009, subject to the applicable award agreement.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Lyons Mark Donald
C/O ARCH CAPITAL GROUP LTD.
100 PITTS BAY ROAD, GROUND FLOOR
PEMBROKE, D0 HM 08
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EVP,CFO & Treasurer
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Signatures
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/s/ Mark D. Lyons
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5/16/2016
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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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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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 control number.
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