Chief Risk Officer O'Brien Frances D. was granted 1,193 shares, increasing direct ownership by 3% to 42,716 units (SEC Form 4)
$CB
Property-Casualty Insurers
Finance
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Chubb Ltd [ CB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/03/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Shares | 03/03/2025 | A | 599 | A | $0(1) | 42,122 | D | |||
| Common Shares | 03/03/2025 | A | 360 | A | $0(2) | 42,482 | D | |||
| Common Shares | 03/03/2025 | A | 234 | A | $0(3) | 42,716 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Options to Acquire Common Shares | $289.69 | 03/03/2025 | A | 3,194 | (4) | 03/03/2035 | Common Shares | 3,194 | $0(4) | 3,194 | D | ||||
| Options to Acquire Common Shares | (5) | (5) | (5) | Common Shares | (5) | 33,387(5) | D | ||||||||
| Performance Stock Units | $0 | 03/03/2025 | A | V | 1,437 | (6) | (6) | Common Shares | 1,437 | $0(6) | 1,437 | D | |||
| Performance Stock Units | $0 | 03/03/2025 | A | V | 934 | (7) | (7) | Common Shares | 934 | $0(7) | 2,371 | D | |||
| Performance Stock Units | $0 | (8) | (8) | Common Shares | (8) | 3,231(8) | D | ||||||||
| Explanation of Responses: |
| 1. Restricted Stock Units ("RSUs") awarded pursuant to the Chubb Limited 2016 Long-Term Incentive Plan (the "Plan"). The RSUs vest as follows: 1/4 on the first anniversary of the date of the award, 1/4 on the second anniversary of the date of the award, 1/4 on the third anniversary of the date of the award and 1/4 on the fourth anniversary of the date of the award. Upon vesting, one Common Share will be delivered for each vested RSU. |
| 2. Restricted stock award pursuant to the Plan. Stock vests on the third anniversary of the date of the award subject to the satisfaction of certain service and performance based criteria. Dividends shall be accumulated and distributed only when, and to the extent, that the shares have vested. |
| 3. Restricted stock award pursuant to the Plan, representing a premium performance award with respect to the performance-based restricted stock awards described above. Stock vests on the third anniversary of the date of the award, subject to the satisfaction of certain service and performance based criteria. Shares will not be entitled to vote until vested. Dividends shall be accumulated and distributed only when, and to the extent, that the shares have vested. |
| 4. Option award pursuant to the Plan. Options vest as follows: 1/3 on the first anniversary of date of the award, 1/3 on the second anniversary of the date of the award and 1/3 on the third anniversary of the date of the award. |
| 5. Total includes previously reported options from other tranches with different exercise prices, vesting and expiration dates. |
| 6. Award of performance stock units ("PSUs") pursuant to the Plan that vests in whole or in part on the third anniversary of the award subject to the satisfaction of certain service and performance based criteria. Each PSU represents a contingent right to receive one Common Share, and any PSUs that have not vested at the third anniversary of the award will be cancelled. Dividends shall be accumulated and distributed only when, and to the extent that the PSUs have vested. |
| 7. Award of PSUs pursuant to the Plan representing a premium performance award with respect to the PSUs described above that vests in whole or in part on the third anniversary of the award subject to the satisfaction of certain service and performance based criteria. Each PSU represents a contingent right to receive one Common Share, and any PSUs that have not vested at the third anniversary of the award will be cancelled. Dividends shall be accumulated and distributed only when, and to the extent that the PSUs have vested. |
| 8. Total includes previously reported PSUs from other tranches with different vesting and expiration dates. |
| /s/ Samantha Froud, Attorney-in-Fact | 03/05/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||