0001140361-15-029509.txt : 20150803 0001140361-15-029509.hdr.sgml : 20150801 20150803162120 ACCESSION NUMBER: 0001140361-15-029509 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: Sutherland Susan J CENTRAL INDEX KEY: 0001573246 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31468 FILM NUMBER: 151022617 MAIL ADDRESS: STREET 1: MONTPELIER HOUSE STREET 2: 94 PITTS BAY ROAD CITY: HAMILTON STATE: D0 ZIP: HM 08 4 1 doc1.xml FORM 4 X0306 4 2015-07-31 1 0001165880 MONTPELIER RE HOLDINGS LTD MRH 0001573246 Sutherland Susan J 94 PITTS BAY ROAD PEMBROKE D0 HM08 BERMUDA 1 0 0 0 Common Shares, par value 1/6 cent per share 2015-07-31 4 D 0 6500 D 0 D Common Shares, par value 1/6 cent per share 2015-07-31 4 D 0 3000 D 0 I IRA Restricted Share Units 2015-07-31 4 D 0 2000 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. /s/ Jonathan B. Kim, attorney in fact 2015-08-03