SEC Form 4 · accession 0000899243-15-002293
MONTPELIER RE HOLDINGS LTD · MRH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
ENDURANCE SPECIALTY HOLDINGS LTD
10% Owner
Period of report
Jul 31, 2015
Accepted (ET)
Aug 4, 2015 · 9:34 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001165880
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Shares, par value 1/6 cent per shareF1,F2 | Jul 31, 2015 | J | 100 | — | D | 0 | I | See Footnote |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1(1) Endurance Specialty Holdings Ltd. ("Endurance") indirectly owned 100 common shares, par value 1/6 cent per share (the "Montpelier Shares"), of Montpelier Re Holdings Ltd. ("Montpelier") through a wholly-owned subsidiary of Endurance. Pursuant to that certain Agreement and Plan of Merger, dated as of March 31, 2015, by and among Montpelier, Endurance and Millhill Holdings Ltd., a direct, wholly-owned subsidiary of Endurance ("Merger Sub"), Montpelier merged with and into Merger Sub, with Merger Sub surviving such merger as a direct, wholly-owned subsidiary of Endurance (the "Merger"). In connection with the Merger Agreement, Endurance entered into a voting agreement, dated as of March 31, 2015 (the "Voting Agreement"), with certain shareholders of Montpelier, which shareholders beneficially owned more than 10% of the Montpelier Shares. At the effective time of the Merger, (i) the 100 Montpelier Shares indirectly owned by Endurance were cancelled for no consideration;
- F2(Continued from Footnote 1) and (ii) the Voting Agreement terminated in accordance with its terms. As a result of the Merger, the cancellation of the 100 Montpelier Shares indirectly owned by Endurance and the termination of the Voting Agreement, Endurance ceased to be a beneficial owner of more than ten percent of the Montpelier Shares.