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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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. | SEC 1474 (9-02) | ||
| 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 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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Weinstein Stephen Howard RENAISSANCE HOUSE 12 CROW LANE PEMBROKE, D0 HM19 |
SVP, General Counsel & Secty | |||
| /s/ Stephen H. Weinstein | 01/04/2012 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Represents 1,057 Performance Shares cancelled from a maximum of 3,077 Performance Shares eligible to vest as a result of the Registrant's Total Shareholder Return for the calendar-year 2010 performance period relative to the members of a predetermined peer group. See Remarks below. |
| (2) | Represents exclusively shares withheld by the Registrant in respect of payment of withholding tax liability incurred upon the vesting of the Performance Shares. |
| (3) | Represents gifts made to two separate trusts for the benefits of each of two minor children of the Reporting Person, respectively (the "Trusts"), on January 4, 2012 and which shares may be deemed to be beneficially owned by the Reporting Person. |
| (4) | These shares were gifted to and are directly held by the Trusts. |
| Remarks: On June 9, 2010 the Reporting Person was granted performance-based restricted Common Shares of the Issuer ("Performance Shares") subject to vesting only upon the satisfaction of both time-based service and certain performance-based vesting conditions, as described in more detail in the Proxy Statement of the Issuer filed in respect of its 2011 Annual General Meeting of Shareholders on April 8, 2011. In respect of this Performance Share grant, the number of shares in a given tranche that vest was determined by the Compensation Committee of the Issuer's Board (the "Committee") to be a function of the Issuer's Total Shareholder Return during the three calendar years ending December 21, 2010, 2011 and 2012 relative to the members of a predetermined peer group of companies. In addition, vesting was further conditioned upon continued service through December 31, 2011 in the case of the first two tranches, and December 31, 2012 in the case of the third and final tranche. The number of Performance Shares granted represented the maximum number of Common Shares in which the holder could potentially vest upon the attainment of maximum performance criteria. In February 2011, the Committee determined the Issuer's Total Shareholder Return relative to members of its peer group for the 2010 calendar year and, on December 31, 2011, the Reporting Person achieved the continued service requirement for the first tranche of the Performance Shares. This Form reports the Performance Shares from the first tranche that have been cancelled as a result of the maximum performance not being achieved in respect of 2010, as well as the subsequent withholding of shares for taxes on the remaining shares that vested. At the time of the filing of this Form the Committee has not determined the performance element of the tranche of shares subject to calendar year 2011 performance, as to which peer company information is not yet available. | |