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 |
|
|||||||||||||||
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)
|
2. Issuer Name and Ticker or Trading Symbol
ENDURANCE SPECIALTY HOLDINGS LTD [ ENH ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 03/01/2006 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
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 | ||||||
Ordinary Shares, par value $1.00 per share | 03/01/2006 | M(1) | 280 | A | $0.00 | 1,380 | D | |||
Ordinary Shares, par value $1.00 per share | 03/01/2006 | D(2) | 126 | D | $31.49 | 1,254 | D |
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 | ||||||||
Restricted Share Unit | $0.00 | 03/01/2006 | M | 280 | (3) | 03/01/2009 | Ordinary Shares | 280 | $0.00 | 872 | D | ||||
Restricted Share Unit | $0.00 | 03/01/2006 | A | 1,588 | (4) | 03/01/2010 | Ordinary Shares | 1,588 | (5) | 1,588 | D | ||||
Restricted Share Unit | $0.00 | 03/01/2006 | A | 8,000 | (6) | 03/01/2011 | Ordinary Shares | 8,000 | $0.00 | 8,000 | D |
Explanation of Responses: |
1. Ordinary shares acquired upon mandatory conversion of previously granted restricted share units. |
2. Ordinary shares disposed of upon mandatory conversion of previously granted restricted share units pursuant to the non-discretionary settlement of a portion of the restricted share units in cash. |
3. Mandatory conversion of a portion of previously granted restricted share units. |
4. The restricted share units are forfeitable only upon violation of a non-competition restriction and are converted into ordinary shares or their cash equivalents in equal quarters beginning on the first anniversary of the grant date. |
5. The restricted share units were delivered in lieu of a portion of annual cash incentive compensation. |
6. The restricted share units are forfeitable only upon the termination of employment with the Company. The restricted share units are converted into ordinary shares or their cash equivalent in accordance with the following schedule: 12.5% on the first anniversary of the date of grant, 25% on the second anniversary, 25% on the third anniversary, 25% on the fourth anniversary and 12.5% on the fifth anniversary. |
Remarks: |
/s/ John L. O'Connor | 03/03/2006 | |
** 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. |