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*
CARLSEN STEVEN W

(Last) (First) (Middle)
C/O ENDURANCE SPECIALTY HOLDINGS LTD.
WELLESLEY HOUSE, 90 PITTS BAY ROAD

(Street)
PEMBROKE D0 HM 08

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ENDURANCE SPECIALTY HOLDINGS LTD [ ENH ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/29/2007
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
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
Ordinary Shares, par value $1.00 per share 09/28/2007 A(1) 21,126 A $21,126 28,564 D
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
Restricted Share Unit $0.00 09/28/2007 A 527 (2) 03/01/2009 Ordinary Shares 527 (3) 527 D
Restricted Share Unit $0.00 06/29/2007 A 26 (4) 03/01/2008 Ordinary Shares 26 (5) 4,199 D
Restricted Share Unit $0.00 09/28/2007 D 4,199 (1) 03/01/2008 Ordinary Shares 4,199 $0.00 0 D
Restricted Share Unit $0.00 06/29/2007 A 96 (4) 09/01/2009 Ordinary Shares 96 (5) 15,491 D
Restricted Share Unit $0.00 09/28/2007 D 9,886 (1) 09/01/2009 Ordinary Shares 9,886 $0.00 0 D
Restricted Share Unit $0.00 06/29/2007 A 44 (4) 03/01/2009 Ordinary Shares 44 (5) 7,041 D
Restricted Share Unit $0.00 09/28/2007 D 7,041 (1) 03/01/2009 Ordinary Shares 7,041 $0.00 0 D
Restricted Share Unit $0.00 06/29/2007 A 547 (6) 03/01/2008 Ordinary Shares 547 (3) 2,378 D
Explanation of Responses:
1. On September 28, 2007, pursuant to the terms of the Issuer's restricted share unit exchange program, the Issuer cancelled restricted share units previously granted to the Reporting Person. In exchange for the restricted share units, the Reporting Person received an equivalent number of restricted shares.
2. The restricted share units are forfeitable only upon violation of a non-competition restriction and are converted into ordinary shares or their cash equivalent on March 1, 2009.
3. The number of restricted share units issued was determined pursuant to the terms of the agreement governing the securities based on (i) the cumulative dividends that would otherwise have been used to reduce the strike price on options previously granted to the holder in order to make such options compliant with Section 409A of the Internal Revenue Code and the regulations promulgated by the U.S. Internal Revenue Service under Section 409A and (ii) the closing sale price of the Company's ordinary shares on the dates the dividends were originally paid.
4. The dividend restricted share units granted were cancelled on September 28, 2007 in accordance with the terms of the Restricted Share Agreement between the Issuer and the Reporting Person. In exchange, the Reporting Person received an equivalent number of restricted shares as reported in Table I above.
5. The number of dividend restricted share units issued was determined pursuant to the terms of the agreement governing the securities based on (i) the closing sale price for the Company's ordinary shares on June 29, 2007 of $39.82 and (ii) the issuance by the Company of a $0.25 per share dividend on that date.
6. The restricted share units are forfeitable only upon violation of a non-competition restriction and are converted into ordinary shares or their cash equivalent on March 1, 2008.
Remarks:
/s/ Steven W. Carlsen 10/02/2007
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.