ARCH CAPITAL GROUP LTD. — Director's Dealing 2015

Dec 16, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ARCH CAPITAL GROUP LTD. (ACGL)
CIK: 0000947484
Period of Report: 2015-05-14

Reporting Person: IORDANOU CONSTANTINE (Director, Chairman, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-05-14	Common Shares, $.0033 par value per share	G	1323	—	Disposed	364025	Direct
2015-05-18	Common Shares, $.0033 par value per share	G	200	—	Disposed	363825	Direct
2015-12-15	Common Shares, $.0033 par value per share	G	800	—	Disposed	243025	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-06-30	Stock Option (right to buy)	$18.757	G	11115	Disposed	2016-02-23	Common Shares, $.0033 par value per share (238217)	Indirect
2015-06-30	Stock Option (right to buy)	$18.757	G	11115	Acquired	2016-02-23	Common Shares, $.0033 par value per share (11115)	Direct
2015-09-30	Stock Option (right to buy)	$18.757	G	9860	Disposed	2016-02-23	Common Shares, $.0033 par value per share (9860)	Indirect
2015-09-30	Stock Option (right to buy)	$18.757	G	9860	Acquired	2016-02-23	Common Shares, $.0033 par value per share (9860)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares, $.0033 par value per share	120000	Indirect
Common Shares, $.0033 par value per share	243825	Direct
Common Shares, $.0033 par value per share	83333	Indirect
Common Shares, $.0033 par value per share	116613	Indirect
Common Shares, $.0033 par value per share	11616	Indirect
Series C Non-Cumulative Preferred Shares (non-convertible)	6000	Direct
Series C Non-Cumulative Preferred Shares (non-convertible)	1800	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (right to buy)	$18.76	2016-02-23	Common Shares, $.0033 par value per share (153053)	153053	Indirect
Share Appreciation Right	$59.16	2025-02-27	Common Shares, $.0033 par value per share (149556)	149556	Indirect
Share Appreciation Right	$62.51	2025-05-12	Common Shares, $.0033 par value per share (58110)	58110	Indirect

Footnotes

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.

F2: On June 30, 2015, 11,115 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 reporting person owns 153,053 stock options directly and 238,217 stock options indirectly by the 2010 GRAT.

F3: On August 7, 2015, the reporting person contributed 120,000 common shares to a grantor retained annuity trust (the "2015 GRAT"). Such common shares were previously reported as directly beneficially owned by the reporting person. Following this contribution to the 2015 GRAT the reporting person has direct beneficial ownership of 243,825 common shares and indirect beneficial ownership of 120,000 common shares.

F4: The stock options and share appreciation rights were previously reported as directly beneficially owned by the reporting person but were contributed to the 2015 GRAT on August 7, 2015.

F5: The share appreciation right became exercisable in three equal annual installments with the first installment being exercisable on May 12, 2016 and the second and third installments being exercisable on May 12, 2017 and May 12, 2018.

F6: On September 30, 2015, 9,860 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 reporting person owns 9,860 stock options directly and 228,357 stock options indirectly by the 2010 GRAT.