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
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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*
CYPRESS GROUP LLC
(Last) (First) (Middle)
65 E 55TH ST
28TH FLOOR
(Street)
NEW YORK NY 10022
(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)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/22/2004
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
Common Shares 11/22/2004 S 2,181,604 D $36.65 2,220,980 I See(1)(5)(6)
Common Shares 11/22/2004 S 92,743 D $36.65 94,418 I See(2)(5)(6)
Common Shares 11/22/2004 S 4,600 D $36.65 4,683 I See(3)(5)(6)
Common Shares 11/22/2004 S 21,053 D $36.65 21,432 I See(4)(5)(6)
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
Explanation of Responses:
1. Cypress Merchant B Partners II (Cayman) L.P. ("CMBP II") directly owns 2,220,980 Common Shares. Cypress Associates II (Cayman) L.P. ("Associates II") is the general partner of CMBP II. The general partner of Associates II is CMBP II (Cayman) Ltd., whose directors are Jeffrey Hughes, James Singleton, David Spalding and James Stern. Therefore, each of Associates II and CMBP II (Cayman) Ltd. may be deemed to beneficially own the Common Shares owned by CMBP II.
2. Cypress Merchant Banking II-A C.V. ("CMB II-A") directly owns 94,418 Common Shares. Associates II is the general partner of CMB II-A. The general partner of Associates II is CMBP II (Cayman) Ltd., whose directors are Jeffrey Hughes, James Singleton, David Spalding and James Stern. Therefore, each of Associates II and CMBP II (Cayman) Ltd. may be deemed to beneficially own the Common Shares owned by CMB II-A.
3. Cypress Side-by-Side (Cayman) L.P. ("SBS") directly owns 4,683 Common Shares. Associates II is the general partner of SBS. The general partner of Associates II is CMBP II (Cayman) Ltd., whose directors are Jeffrey Hughes, James Singleton, David Spalding and James Stern. Therefore, each of Associates II and CMBP II (Cayman) Ltd. may be deemed to beneficially own the Common Shares owned by SBS.
4. 55th Street Partners II (Cayman) L.P. ("55SP") directly owns 21,432 Common Shares. Associates II is the general partner of 55SP. The general partner of Associates II is CMBP II (Cayman) Ltd., whose directors are Jeffrey Hughes, James Singleton, David Spalding and James Stern. Therefore, each of Associates II and CMBP II (Cayman) Ltd. may be deemed to beneficially own the Common Shares owned by 55SP.
5. Information with respect to each of the Reporting Persons is given solely by such Reporting Persons, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. Any disclosures made hereunder with respect to persons other than the Reporting Persons are made on information and belief after making appropriate inquiry.
6. Pursuant to Rule 16a-1(4) promulgated under the Securities Exchange Act of 1934, as amended, each of the Reporting Persons herein states that the foregoing shall not be deemed an admission that he or it is the beneficial owner of any of the securities covered by this Statement.
/s/ James A. Stern, Director of CMBP II (Cayman) Ltd., the General Partner of Cypress Associates II (Cayman) L.P. 11/22/2004
** 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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