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Ownership Document |
Schema Version: X0306 |
Document Type: 5 |
Period of Report: 12/31/15 |
Not Subject to Section 16: 0 |
Form 3 Holdings Reported: 1 |
Form 4 Transactions Reported: 0 |
Issuer: |
| Issuer CIK: 947484 |
| Issuer Name: ARCH CAPITAL GROUP LTD. |
| Issuer Trading Symbol: ACGL |
Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1227102 |
| | Owner Name: IORDANOU CONSTANTINE |
| Reporting Owner Address: |
| | Owner Street 1: C/O ARCH CAPITAL GROUP LTD. |
| | Owner Street 2: WATERLOO HOUSE,100 PITTS BAY ROAD |
| | Owner City: PEMBROKE |
| | Owner State: D0 |
| | Owner ZIP Code: HM 08 |
| | Owner State Description: BERMUDA |
| Reporting Owner Relationship: |
| | Is Director? Yes |
| | Is Officer? Yes |
| | Is Ten Percent Owner? No |
| | Is Other? No |
| | Officer Title: Chairman & CEO |
| | Other Text: |
Non-Derivative Table: |
| Non-Derivative Holding: |
| | Security Title: |
| | | Value: Common Shares, $.0033 par value per share |
| | Transaction Coding: |
| | | Transaction Form Type: 3 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 243,025 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Non-Derivative Holding: |
| | Security Title: |
| | | Value: Common Shares, $.0033 par value per share |
| | Transaction Coding: |
| | | Transaction Form Type: 3 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 120,000 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: By 2015 GRAT |
| Non-Derivative Holding: |
| | Security Title: |
| | | Value: Common Shares, $.0033 par value per share |
| | Transaction Coding: |
| | | Transaction Form Type: 3 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 83,333 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: By Limited Liability Company |
| Non-Derivative Holding: |
| | Security Title: |
| | | Value: Common Shares, $.0033 par value per share |
| | Transaction Coding: |
| | | Transaction Form Type: 3 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 116,613 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: By Limited Liability Company |
| Non-Derivative Holding: |
| | Security Title: |
| | | Value: Common Shares, $.0033 par value per share |
| | Transaction Coding: |
| | | Transaction Form Type: 3 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 11,616 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: By child |
| Non-Derivative Holding: |
| | Security Title: |
| | | Value: Series C Non-Cumulative Preferred Shares (non-convertible) |
| | Transaction Coding: |
| | | Transaction Form Type: 3 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 6,000 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Non-Derivative Holding: |
| | Security Title: |
| | | Value: Series C Non-Cumulative Preferred Shares (non-convertible) |
| | Transaction Coding: |
| | | Transaction Form Type: 3 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 1,800 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: By spouse |
Derivative Table: |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Stock Option (right to buy) |
| | Conversion or Exercise Price: |
| | | Value: 18.757 |
| | Transaction Date: |
| | | Value: 12/31/15 |
| | Transaction Coding: |
| | | Transaction Form Type: 5 |
| | | Transaction Code: G |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 10,524 |
| Footnote ID: F2 |
| | | Transaction Price Per Share: |
| Value: 0 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Exercise Date: |
| | | Footnote ID: F1 |
| | Expiration Date: |
| | | Value: 2/23/16 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Shares, $.0033 par value per share |
| | | Underlying Security Shares: |
| Value: 10,524 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 217,833 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: By 2010 GRAT |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Stock Option (right to buy) |
| | Conversion or Exercise Price: |
| | | Value: 18.757 |
| | Transaction Date: |
| | | Value: 12/31/15 |
| | Transaction Coding: |
| | | Transaction Form Type: 5 |
| | | Transaction Code: G |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 58,730 |
| Footnote ID: F3 |
| | | Transaction Price Per Share: |
| Value: 0 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Exercise Date: |
| | | Footnote ID: F1 |
| | Expiration Date: |
| | | Value: 2/23/16 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Shares, $.0033 par value per share |
| | | Underlying Security Shares: |
| Value: 58,730 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 0 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: By 2014 GRAT |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Stock Option (right to buy) |
| | Conversion or Exercise Price: |
| | | Value: 18.757 |
| | Transaction Date: |
| | | Value: 12/31/15 |
| | Transaction Coding: |
| | | Transaction Form Type: 5 |
| | | Transaction Code: G |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 40,813 |
| Footnote ID: F4 |
| | | Transaction Price Per Share: |
| Value: 0 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Exercise Date: |
| | | Footnote ID: F1 |
| | Expiration Date: |
| | | Value: 2/23/06 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Shares, $.0033 par value per share |
| | | Underlying Security Shares: |
| Value: 40,813 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 112,240 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: By 2015 GRAT |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Stock Option (right to buy) |
| | Conversion or Exercise Price: |
| | | Value: 18.757 |
| | Transaction Date: |
| | | Value: 12/31/15 |
| | Transaction Coding: |
| | | Transaction Form Type: 5 |
| | | Transaction Code: G |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 110,067 |
| Footnote ID: F5 |
| | | Transaction Price Per Share: |
| Value: 0 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Exercise Date: |
| | | Footnote ID: F1 |
| | Expiration Date: |
| | | Value: 2/23/16 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Shares, $.0033 par value per share |
| | | Underlying Security Shares: |
| Value: 110,067 |
| Footnote ID: F5 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 119,927 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Footnote ID: F5 |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Share Appreciation Right |
| | Conversion or Exercise Price: |
| | | Value: 19.293 |
| | Transaction Date: |
| | | Value: 12/31/15 |
| | Transaction Coding: |
| | | Transaction Form Type: 5 |
| | | Transaction Code: G |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 66,216 |
| Footnote ID: F7 |
| | | Transaction Price Per Share: |
| Value: 0 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Exercise Date: |
| | | Footnote ID: F6 |
| | Expiration Date: |
| | | Value: 5/6/19 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Shares, $.0033 par value per share |
| | | Underlying Security Shares: |
| Value: 66,216 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 27,084 |
| Footnote ID: F7 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: 2014 GRAT |
| Footnote ID: F7 |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Share Appreciation Right |
| | Conversion or Exercise Price: |
| | | Value: 19.293 |
| | Transaction Date: |
| | | Value: 12/31/15 |
| | Transaction Coding: |
| | | Transaction Form Type: 5 |
| | | Transaction Code: G |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 66,216 |
| Footnote ID: F7 |
| | | Transaction Price Per Share: |
| Value: 0 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Exercise Date: |
| | | Footnote ID: F6 |
| | Expiration Date: |
| | | Value: 5/6/19 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Shares, $.0033 par value per share |
| | | Underlying Security Shares: |
| Value: 66,216 |
| Footnote ID: F7 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 66,216 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Footnote ID: F7 |
Footnotes: |
| Footnote - F1: The stock option became exercisable in three equal annual installments with the first installment being exercisable on February 23, 2007 and the second and third installments being exercisable on February 23, 2008 and February 23, 2009. |
| Footnote - F2: On December 31, 2015, 10,524 stock options were distributed from the 2010 GRAT. Such options were previously reported as indirectly beneficially held by the 2010 GRAT. Following such distribution, the 2010 GRAT indirectly owns 217,833 stock options. |
| Footnote - F3: On December 31, 2015, 58,730 stock options were distributed from the 2014 GRAT. Such options were previously reported as indirectly beneficially held by the 2014 GRAT. Following such distribution, 0 stock options are indirectly owned by the 2014 GRAT. |
| Footnote - F4: On December 31, 2015, 40,813 stock options were distributed from the 2015 GRAT. Such options were previously reported as indirectly beneficially held by the 2015 GRAT. Following such distribution, 112,240 stock options are indirectly owned by the 2015 GRAT. |
| Footnote - F5: Following the distributions described in Footnotes 2, 3, and 4, the reporting person owns 119,927 stock options directly. |
| Footnote - F6: The share appreciation right became exercisable in three equal annual installments with the first installment being exercisable on May 6, 2010 and the second and third installments being exercisable on May 6, 2011 and May 6, 2012. |
| Footnote - F7: On December 31, 2015, 66,216 share appreciation rights (SARs) were distributed from the 2014 GRAT. Such SARs were previously reported as indirectly beneficially held by the 2014 GRAT. Following such distribution, the 2014 GRAT indirectly owns 27,084 SARs and the reporting person owns 66,216 SARs directly. |
Owner Signature: |
| Signature Name: /s/ Constantine Iordanou |
| Signature Date: 2/12/16 |