SEC Form 4 · accession 0001140361-15-029514
MONTPELIER RE HOLDINGS LTD · MRH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael R Eisenson
Director
Period of report
Jul 31, 2015
Accepted (ET)
Aug 3, 2015 · 4:26 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,F3 | Jul 31, 2015 | D | 2,500 | — | 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.
- F3Upon vesting on June 15, 2015, the common shares to be paid out pursuant to restricted share units were issued to investment funds affiliated with Charlesbank Capital Partners, LLC ("Charlesbank") pursuant to a contractual obligation to assign any fees received for service as a director. Mr. Eisenson is a Managing Director and Chief Executive Officer of Charlesbank and may have been considered to have beneficial ownership of the common shares of the Issuer managed by Charlesbank and held by each of Charlesbank Equity Fund VII, Limited Partnership, CB Parallel Fund VII, Limited Partnership, CB Offshore Equity Fund VII, L.P., Charlesbank Equity Coinvestment Fund VII, Limited Partnership, and Charlesbank Coinvestment Partners, Limited Partnership (collectively, the "Funds"). Investment and voting control of the Funds is held by Charlesbank.