SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Charlesbank Equity Fund VII, Limited Partnership (Last) (First) (Middle) C/O CHARLESBANK CAPITAL PARTNERS LLC 200 CLARENDON STREET, 54TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol MONTPELIER RE HOLDINGS LTD [ MRH ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 06/15/2012
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Restricted Share Units(1)	06/15/2012		A		6,000	A	$0	5,756,000(3)(4)(5)	I	See Footnotes(3)(4)(5)
Restricted Share Units(2)	06/15/2012		A		2,000	A	$0	5,758,000(3)(4)(5)	I	See Footnotes(3)(4)(5)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* Charlesbank Equity Fund VII, Limited Partnership (Last) (First) (Middle) C/O CHARLESBANK CAPITAL PARTNERS LLC 200 CLARENDON STREET, 54TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Charlesbank Equity Fund VII GP, Limited Partnership (Last) (First) (Middle) C/O CHARLESBANK CAPITAL PARTNERS, LLC 200 CLARENDON STREET, 54TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CB Offshore Equity Fund VII, L.P. (Last) (First) (Middle) C/O CHARLESBANK CAPITAL PARTNERS, LLC 200 CLARENDON STREET, 54TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CB Parallel Fund VII, Limited Partnership (Last) (First) (Middle) C/O CHARLESBANK CAPITAL PARTNERS, LLC 200 CLARENDON STREET, 54TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CHARLESBANK COINVESTMENT PARTNERS LIMITED PARTNERSHIP (Last) (First) (Middle) C/O CHARLESBANK CAPITAL PARTNERS, LLC 200 CLARENDON STREET, 54TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CHARLESBANK CAPITAL PARTNERS LLC (Last) (First) (Middle) C/O CHARLESBANK CAPITAL PARTNERS, LLC 200 CLARENDON STREET, 54TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Charlesbank Equity Coinvestment Fund VII, Limited Partnership (Last) (First) (Middle) C/O CHARLESBANK CAPITAL PARTNERS, LLC 200 CLARENDON STREET, 54TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CB Offshore Equity Fund VII GP, LLC (Last) (First) (Middle) C/O CHARLESBANK CAPITAL PARTNERS, LLC 200 CLARENDON STREET, 54TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. These restricted share units vest ratably in equal tranches over a three-year period, beginning on June 15, 2013, assuming continuous service as a director and are payable only in Common Shares or in Common Shares net of applicable tax withholdings.

2. These restricted share units vest in full on June 15, 2013 assuming on continuous service as a director and are payable only in Common Shares or in Common Shares net of applicable tax withholdings.

3. The common shares to be issued pursuant to the restricted share units (the "Shares") will be issued to Charlesbank Equity Fund VII, Limited Partnership ("CB VII"), CB Offshore Equity Fund VII, L.P. ("CB Offshore"), CB Parallel Fund VII, Limited Partnership ("CB Parallel"), Charlesbank Equity Coinvestment Fund VII, Limited Partnership ("CB Coinvest VII"), and Charlesbank Coinvestment Partners, Limited Partnership ("CB Coinvest" and, together with CB VII, CB Offshore, CB Parallel, and CB Coinvest VII, the "Funds"), which are investment funds affiliated with Charlesbank Capital Partners, LLC ("Charlesbank"), pursuant to a contractual obligation of Michael R. Eisenson to assign any fees received for service as a director. Mr. Eisenson is a Managing Director and Chief Executive Officer of Charlesbank and serves as the representative of the Charlesbank Entities (as defined below) on the Issuer's board of directors. (Continued in footnote 4)

4. (Continued from footnote 3) Charlesbank is the investment manager for each of the Funds and is the general partner of Charlesbank Equity Fund VII GP, Limited Partnership ("CB VII GP") and CB Coinvest. CB VII GP is the general partner of CB VII, CB Parallel and CB Coinvest VII and the sole member of CB Offshore Equity Fund VII GP, LLC ("CB Offshore GP" and, together with the Funds, Charlesbank and CB VII GP, the "Charlesbank Entities"), which is the general partner of CB Offshore. CB VII GP disclaims beneficial ownership of the Shares, except to the extent of its pecuniary interest, if any, in the Shares by virtue of its general partner interest in CB VII, CB Parallel and CB Coinvest VII and its membership interest in CB Offshore GP. CB Offshore GP disclaims beneficial ownership of the Shares, except to the extent of its pecuniary interest, if any, in the Shares by virtue of its general partner interest in CB Offshore. (Continued in footnote 5)

5. (Continued from footnote 4) Charlesbank disclaims beneficial ownership of the Shares, except to the extent of its pecuniary interest, if any, in the Shares by virtue of its general partner interest in CB VII GP and CB Coinvest.

	Charlesbank Equity Fund VII, Limited Partnership, /s/ Tami E. Nason, attorney-in-fact	06/15/2012
	CB Offshore Equity Fund VII, L.P., /s/ Tami E. Nason, attorney-in-fact	06/15/2012
	CB Parallel Fund VII, Limited Partnership, /s/ Tami E. Nason, attorney-in-fact	06/15/2012
	Charlesbank Equity Coinvestment Fund VII, Limited Partnership, /s/ Tami E. Nason, attorney-in-fact	06/15/2012
	Charlesbank Coinvestment Partners, Limited Partnership, /s/ Tami E. Nason, attorney-in-fact	06/15/2012
	Charlesbank Capital Partners, LLC, /s/ Tami E. Nason, attorney-in-fact	06/15/2012
	Charlesbank Equity Fund VII GP, Limited Partnership, /s/ Tami E. Nason, attorney-in-fact	06/15/2012
	CB Offshore Equity Fund VII GP, LLC, /s/ Tami E. Nason, attorney-in-fact	06/15/2012
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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