SEC Form 4 · accession 0001140361-15-029494
MONTPELIER RE HOLDINGS LTD · MRH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Morgan W Davis
Director
Period of report
Jul 31, 2015
Accepted (ET)
Aug 3, 2015 · 4:10 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 | 24,340 | — | D | 0 | D | |
| Common Shares, par value 1/6 cent per shareF1,F2 | Jul 31, 2015 | D | 12,000 | — | D | 0 | I | IRA |
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.