SEC Form 4 · accession 0001140361-15-029501
MONTPELIER RE HOLDINGS LTD · MRH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
William Pollett
Officer — SVP and Treasurer
Period of report
Jul 31, 2015
Accepted (ET)
Aug 3, 2015 · 4:16 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 |
|---|---|---|---|---|---|---|---|---|
| Restricted Share UnitsF1 | Jul 31, 2015 | D | 50,840 | — | D | 0 | D | |
| Restricted Share UnitsF2 | Jul 31, 2015 | A | 24,872 | — | A | 0 | D | |
| Restricted Share UnitsF2 | Jul 31, 2015 | D | 24,872 | — | D | 0 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Represents Montpelier Restricted Share Units ("Montpelier RSUs") disposed 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"). At the effective time of the Merger (the "Merger Effective Time"), each Montpelier RSU issued and outstanding immediately prior to the Merger Effective Time was cancelled and converted into a service-based restricted share unit as provided in the Merger Agreement.
- F2Represents 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.