SEC Form 4 · accession 0000899243-15-009337

VALIDUS HOLDINGS LTD · VR

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Jeffrey W. Greenberg

Director

Period of report

Dec 2, 2015

Accepted (ET)

Dec 4, 2015 · 6:13 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001348259

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Shares^F1,F4	Dec 2, 2015	M	2,498,817	$17.50	A	2,498,817	I	See Footnotes
Common Shares^F5,F1,F4	Dec 2, 2015	F	917,141	$47.68	D	1,581,674	I	See Footnotes
Common Shares^F1,F4	Dec 2, 2015	M	75,777	$22.00	A	1,657,452	I	See Footnotes
Common Shares^F5,F1,F4	Dec 2, 2015	F	34,964	$47.68	D	1,622,487	I	See Footnotes
Common Shares^F2,F4	Dec 2, 2015	X	116,503	$17.50	A	116,503	I	See Footnotes
Common Shares^F5,F2,F4	Dec 2, 2015	J	42,760	$47.68	D	73,743	I	See Footnotes
Common Shares^F3,F4	Dec 2, 2015	X	64,991	$17.50	A	64,991	I	See Footnotes
Common Shares^F5,F3,F4	Dec 2, 2015	J	23,854	$47.68	D	41,137	I	See Footnotes
Common Shares	Dec 2, 2015	M	10,018	$17.50	A	10,018	D
Common Shares^F5	Dec 2, 2015	F	3,677	$47.68	D	6,341	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Warrants (right to buy)^F1,F4,F6	$17.50	Dec 2, 2015	M	2,498,817	D	—	Dec 12, 2015	Common Shares	2,498,817	I
Warrants (right to buy)^F1,F4,F6	$22.00	Dec 2, 2015	M	75,777	D	—	Dec 12, 2015	Common Shares	75,777	I
Warrants (right to buy)^F2,F4,F6	$17.50	Dec 2, 2015	X	116,503	D	—	Dec 12, 2015	Common Shares	116,503	I
Warrants (right to buy)^F3,F4,F6	$17.50	Dec 2, 2015	X	64,991	D	—	Dec 12, 2015	Common Shares	64,991	I
Warrants (right to buy)^F6	$17.50	Dec 2, 2015	M	10,018	D	—	Dec 12, 2015	Common Shares	10,018	D

Explanation of responses

F1These securities are held by Aquiline Capital Partners LLC.
F2These securities are held by Aquiline Financial Services Fund L.P.
F3These securities are held by Aquiline Financial Services Fund (Offshore) L.P.
F4The investment manager of each of Aquiline Financial Services Fund L.P. and Aquiline Financial Services Fund (Offshore) L.P. is Aquiline Capital Partners LLC. The sole member of Aquiline Capital Partners LLC is Aquiline Holdings LLC. The sole member of Aquiline Holdings LLC is Aquiline Holdings LP. The general partner of Aquiline Holdings LP is Aquiline Holdings GP Inc. The sole stockholder of Aquiline Holdings GP Inc. is Jeffrey W. Greenberg. Mr. Greenberg also serves as a managing principal of Aquiline Capital Partners LLC.
F5On December 2, 2015, certain securityholders exercised warrants to purchase Common shares ("Common Shares") of Validus Holdings, Ltd. (the "Issuer"). The holders paid the exercise price on a cashless basis, resulting in the Issuer withholding Common Shares to pay the exercise price and issuing the remaining Common Shares to the exercising holders. The Issuer also paid cash to the holders in lieu of issuing fractional shares for each warrant certificate.
F6These warrants are exercisable at any time prior to their expiration date.

Remarks

Pursuant to Rule 16a-1(a)(2)(ii)(B) under the Securities Exchange Act of 1934, as amended (the "Act"), Mr. Greenberg may be deemed to be the beneficial owner of the securities reported herein only to the extent of his pecuniary interest therein. Pursuant to Rule 16a-1(a)(4) under the Act, this filing shall not be deemed to be an admission that Mr. Greenberg is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities reported herein in excess of such amount. Exhibit List: Exhibit 24 - Power of Attorney