SEC Form 4 · accession 0001140361-15-029511
Blue Capital Reinsurance Holdings Ltd. · BCRH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
MONTPELIER RE HOLDINGS LTD
10% Owner
Period of report
Jul 31, 2015
Accepted (ET)
Aug 3, 2015 · 4:24 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001582086
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Shares, par value $1.00 per shareF1 | Jul 31, 2015 | D | 410,584 | — | D | 0 | D | |
| Common Shares, par value $1.00 per shareF1 | Jul 31, 2015 | D | 2,500,000 | — | D | 0 | I | Owned by Montpelier Reinsurance Ltd., a wholly-owned subsidiary of Montpelier Re Holdings Ltd. |
| Restricted Share UnitsF1,F2 | Jul 31, 2015 | D | 4,666 | — | D | 0 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Disposed of pursuant to an Agreement and Plan of Merger, dated March 31, 2015, 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"). Prior to the effective time of the Merger (the "Merger Effective Time"), Montpelier held such shares directly or indirectly, as described herein. Pursuant to the Merger Agreement, Endurance, as the successor-in-interest to Montpelier, became the beneficial owner of such shares at the Merger Effective Time.
- F2Represents restricted share units ("RSUs") awarded by Blue Capital Reinsurance Holdings Ltd. ("BCRH") to Christopher L. Harris and William Pollett on June 14, 2014, and June 15, 2015. These awards will vest in three equal tranches on June 15, 2016, 2017 and 2018, subject to Mr. Harris and Mr. Pollett remaining actively engaged as Directors of BCRH in good standing on such dates. In accordance with letter agreements between Montpelier and Mr. Harris and Mr. Pollett, respectively, all remuneration, including cash fees, RSUs, any other equity-based awards and other compensation, to which they are or will become entitled for their service as Directors of BCRH are to be assigned or paid directly to Montpelier. Mr. Harris and Mr. Pollett disclaim beneficial ownership of all such restricted share units, except to the extent of their pecuniary interest in such RSUs by virtue of their ownership of common shares of Montpelier.