ARCH CAPITAL GROUP LTD. — Director's Dealing 2016

Oct 31, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ARCH CAPITAL GROUP LTD. (ACGL)
CIK: 0000947484
Period of Report: 2016-10-28

Reporting Person: Lyons Mark Donald (EVP,CFO & Treasurer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-10-28	Common Shares, $.0033 par value per share	M	5050	$23.1	Acquired	195380	Direct
2016-10-28	Common Shares, $.0033 par value per share	M	5000	$25.01	Acquired	200380	Direct
2016-10-28	Common Shares, $.0033 par value per share	M	9500	$33.913	Acquired	209880	Direct
2016-10-28	Common Shares, $.0033 par value per share	M	9000	$38.58	Acquired	218880	Direct
2016-10-28	Common Shares, $.0033 par value per share	M	5000	$40.10	Acquired	223880	Direct
2016-10-28	Common Shares, $.0033 par value per share	F	21148	—	Disposed	202732	Direct
2016-10-28	Common Shares, $.0033 par value per share	S	8000	$77.2203	Disposed	194732	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-10-28	Share Appreciation Right	$23.10	M	5050	Disposed	2018-05-09	Common Shares, $.0033 par value per share (5050)	Direct
2016-10-28	Share Appreciation Right	$25.01	M	5000	Disposed	2020-05-05	Common Shares, $.0033 par value per share (5000)	Direct
2016-10-28	Share Appreciation Right	$33.913	M	9500	Disposed	2021-05-06	Common Shares, $.0033 par value per share (9500)	Direct
2016-10-28	Share Appreciation Right	$38.58	M	9000	Disposed	2022-05-09	Common Shares, $.0033 par value per share (9000)	Direct
2016-10-28	Share Appreciation Right	$40.10	M	5000	Disposed	2022-09-06	Common Shares, $.0033 par value per share (5000)	Direct

Footnotes

F1: 86,722 of such amount will settle in Issuer's common shares upon the termination of the Reporting Person's employment, as specifically provided in the award agreements.

F2: The share appreciation right became exercisable in three equal annual installments commencing May 6, 2012, subject to the applicable award agreement.

F3: The share appreciation right became exercisable in three equal annual installments commencing May 5, 2011, subject to the applicable award agreement.

F4: The share appreciation right became exercisable in three equal annual installments commencing May 9, 2009, subject to the applicable award agreement.

F5: Represents a weighted average sales price; the sales prices range from $77.201 to $77.23. Upon request, the full sale information regarding the number of shares sold at each price increment will be provided to the Commission or to the security holder of the issuer.

F6: In connection with the partial exercise of the five share appreciation rights awards as described in Table II, 6,797 common shares were withheld for taxes at a tax price of $77.47 per share. In addition, 14,351 common shares were disposed in satisfaction of the exercise prices (see Table II). The reporting person received a net issuance of 12,402 common shares.

F7: A portion of the proceeds will be used to satisfy state and federal tax obligations.

F8: The share appreciation right became exercisable in three equal annual installments commencing May 9, 2013, subject to the applicable award agreement.

F9: The share appreciation right became exercisable in three equal annual installments commencing September 6, 2013, subject to the applicable award agreement.