SEC Form 4 · accession 0001140361-15-029493
MONTPELIER RE HOLDINGS LTD · MRH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Richard Chattock
Officer — CEO, Montpelier at Lloyd's
Period of report
Jul 31, 2015
Accepted (ET)
Aug 3, 2015 · 4:09 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 | D | 72,103 | — | D | 0 | D | |
| Restricted Share UnitsF3 | Jul 31, 2015 | D | 107,412 | — | D | 0 | D | |
| Restricted Share UnitsF4 | Jul 31, 2015 | A | 41,634 | — | A | 0 | D | |
| Restricted Share UnitsF4 | Jul 31, 2015 | D | 41,634 | — | D | 0 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Disposed of pursuant to that certain Agreement and Plan of Merger, dated as of March 31, 2015 (the "Merger Agreement"), among Endurance Specialty Holdings Ltd. ("Endurance"), Montpelier Re Holdings Ltd. ("Montpelier") and Millhill Holdings Ltd., a direct, wholly-owned subsidiary of Endurance ("Merger Sub"), whereby Montpelier merged with and into Merger Sub, with Merger Sub surviving the merger as a direct, wholly-owned subsidiary of Endurance (the "Merger"). (Continued in Footnote 2)
- F2(Continued from Footnote 1) At the effective time of the Merger (the "Merger Effective Time"), each common share, par value 1/6 cent per share, of Montpelier (each "Montpelier Share"), issued and outstanding immediately prior to the Merger Effective Time was cancelled and converted into the right to receive (i) a special dividend payable from Montpelier in the amount of $9.89 per share and (ii) 0.472 of an ordinary share, par value $1.00 per share, of Endurance ("Endurance Shares"), together with cash in lieu of fractional Endurance Shares as provided in the Merger Agreement. The market value of Endurance Shares received pursuant to the Merger Agreement is $32.80 per share, based on the trading price of Endurance Shares on July 31, 2015.
- F3Represents Montpelier Restricted Share Units ("Montpelier RSUs") disposed of pursuant to the Merger Agreement. At the Merger Effective Time, each Montpelier RSU issued and outstanding immediately prior to such time was cancelled and converted into a service-based restricted share unit as provided in the Merger Agreement.
- F4Represents an award of Montpelier RSUs which, pursuant to the Merger Agreement, were accelerated to vest at the Merger Effective Time. As a result of the Merger, there were no Montpelier RSUs outstanding at the Merger Effective Time. Montpelier RSUs are contingent awards in which the actual number of RSUs to be awarded is dependent on Montpelier's performance during the initial year of the four year award cycle. The Montpelier RSUs are 25% vested upon final determination with the remainder vesting ratably on December 15, 2016, 2017 and 2018, subject to the terms of the award agreement with Montpelier.