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 |
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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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
ENDURANCE SPECIALTY HOLDINGS LTD [ ENH ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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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)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||||||||||||||
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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. |