0001140361-15-029498.txt : 20150803
0001140361-15-029498.hdr.sgml : 20150801
20150803161438
ACCESSION NUMBER: 0001140361-15-029498
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20150731
FILED AS OF DATE: 20150803
DATE AS OF CHANGE: 20150803
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: MONTPELIER RE HOLDINGS LTD
CENTRAL INDEX KEY: 0001165880
STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331]
IRS NUMBER: 980428969
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: MONTPELIER HOUSE
STREET 2: 94 PITTS BAY ROAD
CITY: PEMBROKE
STATE: D0
ZIP: HM 08
BUSINESS PHONE: 441 296 5550
MAIL ADDRESS:
STREET 1: MONTPELIER HOUSE
STREET 2: 94 PITTS BAY ROAD
CITY: PEMBROKE
STATE: D0
ZIP: HM 08
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Kim Jonathan B
CENTRAL INDEX KEY: 0001309547
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-31468
FILM NUMBER: 151022520
MAIL ADDRESS:
STREET 1: C/O MONTPELIER RE HOLDINGS LTD.
STREET 2: 94 PITTS BAY ROAD
CITY: PEMBROKE
STATE: D0
ZIP: HM 08
FORMER NAME:
FORMER CONFORMED NAME: Kim Jonathan Benjamin
DATE OF NAME CHANGE: 20041123
4
1
doc1.xml
FORM 4
X0306
4
2015-07-31
1
0001165880
MONTPELIER RE HOLDINGS LTD
MRH
0001309547
Kim Jonathan B
94 PITTS BAY ROAD
PEMBROKE
D0
HM08
BERMUDA
0
1
0
0
Secretary
Common Shares, par value 1/6 cent per share
2015-07-31
4
D
0
59236
D
0
D
Restriced Share Units
2015-07-31
4
D
0
34127
D
0
D
Restricted Share Units
2015-07-31
4
A
0
16961
A
0
D
Restricted Share Units
2015-07-31
4
D
0
16961
D
0
D
Disposed of pursuant to that certain Agreement and Plan of Merger, dated as of March 31, 2015 (the "Merger Agreement"), 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"). (Continued in Footnote 2)
(Continued from Footnote 1) At the effective time of the Merger (the "Merger Effective Time"), each common share, par value 1/6 cent per share, of Montpelier (each "Montpelier Share"), issued and outstanding immediately prior to the Merger Effective Time was cancelled and converted into the right to receive (i) a special dividend payable from Montpelier in the amount of $9.89 per share and (ii) 0.472 of an ordinary share, par value $1.00 per share, of Endurance ("Endurance Shares"), together with cash in lieu of fractional Endurance Shares as provided in the Merger Agreement. The market value of Endurance Shares received pursuant to the Merger Agreement is $32.80 per share, based on the trading price of Endurance Shares on July 31, 2015.
Represents Montpelier Restricted Share Units ("Montpelier RSUs") disposed of pursuant to the Merger Agreement. At the Merger Effective Time, each Montpelier RSU issued and outstanding immediately prior to such time was cancelled and converted into a service-based restricted share unit as provided in the Merger Agreement.
Represents an award of Montpelier RSUs which, pursuant to the Merger Agreement, were accelerated to vest at the Merger Effective Time. As a result of the Merger, there were no Montpelier RSUs outstanding at the Merger Effective Time. Montpelier RSUs are contingent awards in which the actual number of RSUs to be awarded is dependent on Montpelier's performance during the initial year of the four year award cycle. The Montpelier RSUs are 25% vested upon final determination with the remainder vesting ratably on December 15, 2016, 2017 and 2018, subject to the terms of the award agreement with Montpelier.
/s/ Jonathan B. Kim
2015-08-03