ARCH CAPITAL GROUP LTD. — Director's Dealing 2017

Feb 17, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ARCH CAPITAL GROUP LTD. (ACGL)
CIK: 0000947484
Period of Report: 2017-02-15

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-15	Common Shares, $.0033 par value per share	M	5000	$25.01	Acquired	190132	Direct
2017-02-15	Common Shares, $.0033 par value per share	M	4500	$33.913	Acquired	194632	Direct
2017-02-15	Common Shares, $.0033 par value per share	M	4000	$38.58	Acquired	198632	Direct
2017-02-15	Common Shares, $.0033 par value per share	M	5000	$40.10	Acquired	203632	Direct
2017-02-15	Common Shares, $.0033 par value per share	F	8465	—	Disposed	195167	Direct
2017-02-15	Common Shares, $.0033 par value per share	S	5000	$93.0902	Disposed	190167	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-15	Share Appreciation Right	$25.01	M	5000	Disposed	2020-05-05	Common Shares, $.0033 par value per share (5000)	Direct
2017-02-15	Share Appreciation Right	$33.913	M	4500	Disposed	2021-05-06	Common Shares, $.0033 par value per share (4500)	Direct
2017-02-15	Share Appreciation Right	$38.58	M	4000	Disposed	2022-05-09	Common Shares, $.0033 par value per share (4000)	Direct
2017-02-15	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: Represents a weighted average sales price; the sales prices range from $92.9818 to $93.279. 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.

F5: In connection with the partial exercise of the four share appreciation rights awards as described in Table II, 1,669 common shares were withheld for taxes at a tax price of $93.09 per share. In addition, 6,796 common shares were disposed in satisfaction of the exercise prices (see Table II). The reporting person received a net issuance of 10,035 common shares.

F6: A portion of the proceeds will be used to satisfy state and federal tax obligations.

F7: The share appreciation right became exercisable in three equal annual installments commencing May 9, 2013, subject to the applicable award agreement.

F8: The share appreciation right became exercisable in three equal annual installments commencing September 6, 2013, subject to the applicable award agreement.