Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

7K characters. Original on sec.gov · Markdown

Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

MARKET INFORMATION

Our common shares are traded on the NASDAQ Stock Market under the symbol “ACGL.” The following table sets forth the high and low sales prices for our common shares for the two most recent fiscal years by quarter:



	2015				2014
	High		Low		High		Low
1st Quarter		$63.01		$57.67		$59.55		$52.23
2nd Quarter		$68.01		$59.78		$58.52		$55.61
3rd Quarter		$74.98		$64.28		$58.24		$52.98
4th Quarter		$78.81		$67.98		$60.10		$52.51

On February 23, 2016, the high and low sales prices and the closing price for our common shares as reported on the NASDAQ Stock Market were $68.59, $66.39 and $68.16, respectively.

HOLDERS

As of February 23, 2016, and based on information provided to us by our transfer agent and proxy solicitor, there were 1,053 holders of record of our common shares and approximately 23,000 beneficial holders of our common shares.

ISSUER PURCHASES OF EQUITY SECURITIES

The following table summarizes our purchases of our common shares for the 2015 fourth quarter:



	Issuer Purchases of Equity Securities
Period	Total Number of Shares Purchased (1)	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet be Purchased Under the Plan or Programs (2)
10/1/2015-10/31/2015	1,948	$	75.89	—	$	521,757
11/1/2015-11/30/2015	10,198	$	73.95	—	$	521,757
12/1/2015-12/31/2015	2,956	$	70.10	—	$	521,757
Total	15,102	$	73.45	—	$	521,757


(1)	Includes repurchases by ACGL of shares, from time to time, from employees in order to facilitate the payment of withholding taxes on restricted shares granted and the exercise of stock appreciation rights. We purchased these shares at their fair market value, as determined by reference to the closing price of our common shares on the day the restricted shares vested or the stock appreciation rights were exercised.

(1)

Includes repurchases by ACGL of shares, from time to time, from employees in order to facilitate the payment of withholding taxes on restricted shares granted and the exercise of stock appreciation rights. We purchased these shares at their fair market value, as determined by reference to the closing price of our common shares on the day the restricted shares vested or the stock appreciation rights were exercised.


(2)	Remaining amount available at December 31, 2015 under ACGL’s share repurchase authorization, under which repurchases may be effected from time to time in open market or privately negotiated transactions through December 31, 2016.

DIVIDENDS

Any determination to pay dividends on ACGL’s Series C non-cumulative preferred shares (“Series C preferred shares”) or common shares will be at the discretion of ACGL’s board of directors (or a duly authorized committee of the board of directors) and will be dependent upon its results of operations, financial condition and other factors deemed relevant by ACGL’s board of directors. As a holding company, ACGL will depend on future dividends and other permitted payments from its subsidiaries to pay dividends to its shareholders. ACGL’s subsidiaries’ ability to pay dividends, as well as its ability to pay dividends, is subject to regulatory, contractual, rating agency and other constraints. So long as any Series C preferred shares remain outstanding for any dividend period, unless the full dividends for the latest completed dividend period on all outstanding Series C preferred shares and parity shares have been declared and paid (or declared and a sum sufficient for the payment thereof has been set aside), (a) no dividend may be paid or declared on ACGL’s common shares or any of its other securities ranking junior to the Series C preferred shares (other than a dividend payable solely in common shares or in such other junior securities) and (b) no common shares or other junior shares may be purchased, redeemed or otherwise acquired for consideration by ACGL, directly or indirectly (other than (i) as a result of a reclassification of junior shares for or into other junior shares, or the exchange or conversion of one junior share for or into another junior share, (ii) through the use of the proceeds of a substantially contemporaneous sale of junior shares and (iii) as permitted by the bye-laws of ACGL in effect on the date of issuance of the Series C preferred shares).

PERFORMANCE GRAPH

The following graph compares the cumulative total shareholder return on our common shares for each of the last five years through December 31, 2015 to the cumulative total return, assuming reinvestment of dividends, of (1) S&P 500 Composite Stock Index (“S&P 500 Index”) and (2) the S&P 500 Property & Casualty Insurance Index. The share price performance presented below is not necessarily indicative of future results.

CUMULATIVE TOTAL SHAREHOLDER RETURN (1)(2)(3)



		Base Period
	Company Name/Index	12/31/10		12/31/11		12/31/12		12/31/13		12/31/14		12/31/15
l	Arch Capital Group Ltd.		$100.00		$126.85		$149.98		$203.37		$201.36		$237.65
n	S&P 500 Index		$100.00		$102.11		$118.45		$156.82		$178.28		$180.75
p	S&P 500 Property & Casualty Insurance Index		$100.00		$99.75		$119.81		$165.69		$191.78		$210.05


(1)	Stock price appreciation plus dividends.


(2)	The above graph assumes that the value of the investment was $100 on December 31, 2010.


(3)	This graph is not “soliciting material,” is not deemed filed with the SEC and is not to be incorporated by reference in any filing by us under the Securities Act of 1933 or the Securities and Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

Previous: Item 4. MINE SAFETY DISCLOSURES · Next: Item 6. SELECTED FINANCIAL DATA