Sec Form 4 Filing - McElroy John Justin @ Allied World Assurance Co Holdings, AG - 2017-02-22

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
McElroy John Justin
2. Issuer Name and Ticker or Trading Symbol
Allied World Assurance Co Holdings, AG [ AWH]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
COO
(Last) (First) (Middle)
ALLIED WORLD ASSURANCE CO. HOLDINGS, AG, GUBELSTRASSE 24, PARK TOWER, 15TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
02/22/2017
(Street)
ZUG, V86300
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 02/22/2017 M 931 A $ 0 ( 1 ) 17,406 D
Common Shares 02/22/2017 D 186 D $ 53.3769 ( 2 ) 17,220 D
Common Shares 02/22/2017 F 359 ( 3 ) D $ 53.12 16,861 D
Common Shares 76,917 I By Trust ( 4 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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. Ownershi p Form of Derivative Security: 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 Stock Units ( 1 ) 02/22/2017 M 931 ( 5 ) ( 5 ) Common Shares 931 ( 1 ) 6,087 ( 6 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
McElroy John Justin
ALLIED WORLD ASSURANCE CO. HOLDINGS, AG
GUBELSTRASSE 24, PARK TOWER, 15TH FLOOR
ZUG, V86300
COO
Signatures
/s/ Theodore Neos, by Power of Attorney 02/24/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On February 22, 2016, the reporting person was granted 3,725 Restricted Stock Units for no monetary consideration. The Restricted Stock Units convert into (i) 2,980 common shares and (ii) cash equal to the market value of 745 common shares (measured at the date of vesting) upon the vesting of such Restricted Stock Units.
( 2 )The fair market value of the cash portion was determined using the daily volume-weighted average sales price of the common shares for the five consecutive trading days up to and including February 22, 2017.
( 3 )Exclusively represents shares withheld by the Company with respect to the payment of withholding tax liability incurred upon the vesting of Restricted Stock Units.
( 4 )Represents 76,917 shares held by an irrevocable trust for the benefit of the reporting person's children.
( 5 )The Restricted Stock Units vest in four equal installments with the first installment vesting on February 22, 2017.
( 6 )Represents Restricted Stock Units held by the reporting person that vest in whole or in part in cash.

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).

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