Sec Form 4 Filing - Cohen David Alan @ ASPEN INSURANCE HOLDINGS LTD - 2019-02-08

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
Cohen David Alan
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)
President and CUO Insurance
(Last) (First) (Middle)
ASPEN INSURANCE HOLDINGS LTD, 141 FRONT STREET
3. Date of Earliest Transaction (MM/DD/YY)
02/08/2019
(Street)
HAMILTON, D0HM19
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
Ordinary Shares 02/08/2019 A 1,643 A 8,602 D
Ordinary Shares 02/08/2019 F( 2 ) 646 D $ 42.56 7,956 D
Ordinary Shares 02/09/2019 A 2,084 A 10,040 D
Ordinary Shares 02/09/2019 F( 3 ) 695 D $ 42.56 9,345 D
Ordinary Shares 02/10/2019 A 1,778 A 11,123 D
Ordinary Shares 02/10/2019 F( 4 ) 604 D $ 42.56 10,519 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 (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. Ownership 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 Share Units (2016 Grant) ( 5 ) 02/08/2019 M 1,643 ( 6 ) ( 6 ) Ordinary Shares 1,643 ( 5 ) 0 D
Restricted Share Units (2018 Grant) ( 5 ) 02/09/2019 M 2,084 ( 7 ) ( 7 ) Ordinary Shares 2,084 ( 5 ) 4,166 D
Restricted Share Units (2017 Grant) ( 5 ) 02/10/2019 M 1,778 ( 8 ) ( 8 ) Ordinary Shares 1,778 ( 5 ) 1,778 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Cohen David Alan
ASPEN INSURANCE HOLDINGS LTD
141 FRONT STREET
HAMILTON, D0HM19
President and CUO Insurance
Signatures
/s/Silvia Martinez as Attorney-in-fact for David Cohen 02/12/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Ordinary shares acquired upon mandatory conversion of previously granted Restricted Share Units.
( 2 )Ordinary shares withheld in order to satisfy tax liability in connection with previously granted 2016 Restricted Share Units.
( 3 )Ordinary shares withheld in order to satisfy tax liability in connection with previously granted 2018 Restricted Share Units.
( 4 )Ordinary shares withheld in order to satisfy tax liability in connection with previously granted 2017 Restricted Share Units.
( 5 )Each Restricted Share Unit represents the right to receive one share of the Issuer's Ordinary Shares.
( 6 )Represents 2016 Restricted Share Units granted on February 8, 2016 under our 2013 Share Incentive Plan, as amended. One-third of the 2016 Restricted Share Units vested 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 2016 Restricted Share Units, the Reporting Person shall be entitled to receive a number of Ordinary Shares equal to the number of Restricted Share Units then vesting.
( 7 )Represents 2018 Restricted Share Units granted on February 9, 2018 under our 2013 Share Incentive Plan, as amended. One-third of the 2018 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 2018 Restricted Share Units, the Reporting Person shall be entitled to receive a number of Ordinary Shares equal to the number of Restricted Share Units then vesting.
( 8 )Represents 2017 Restricted Share Units granted on February 10, 2017 under our 2013 Share Incentive Plan, as amended. One-third of the 2017 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 2017 Restricted Share Units, the Reporting Person shall be entitled to receive a number of Ordinary Shares equal to the number of Restricted Share Units then vesting.

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