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) 08/19/2005 | ||||||||||||||||||||||||||
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 | 08/19/2005 | S | 11,000(1) | D | $38.01 | 1,128,304 | I | See footnote(1) | ||
Ordinary Shares, par value $1.00 per share | 08/22/2005 | S | 30,000 | D | $38.09 | 1,098,304 | I | See footnote(2) |
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 |
Explanation of Responses: |
1. Mr. Froland is an owner and the CEO of Performance Equity Associates, LLC, ("PEA") and the CEO of Performance Equity Management, LLC ("PEM"), an entity controlled by PEA. A series of PEM is the general partner of Performance Co-Investment Fund I, L.P. ("PCF"), which has certain assets invested in the Issuer. Additionally, pursuant to a Subadvisory Agreement, PEM manages certain assets of First Plaza Group Trust ("First Plaza," and together with PCF, the "Shareholders"), including assets of First Plaza invested in the Issuer. First Plaza and PCF sold 4,700 and 6,300 shares, respectively, on August 19, 2005. Mr. Froland disclaims beneficial ownership of any ordinary shares held by the Shareholders, except to the extent of his pecuniary interest. |
2. Mr. Froland is an owner and the CEO of PEA and the CEO of PEM, an entity controlled by PEA. A series of PEM is the general partner of PCF, which has certain assets invested in the Issuer. Additionally, pursuant to a Subadvisory Agreement, PEM manages certain assets of First Plaza, including assets of First Plaza invested in the Issuer. First Plaza and PCF sold 12,800 and 17,200 shares, respectively, on August 22, 2005. Mr. Froland disclaims beneficial ownership of any ordinary shares held by the Shareholders, except to the extent of his pecuniary interest. |
/s/ Charles G. Froland | 08/23/2005 | |
** 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. |