0000930413-12-006438.txt : 20121130 0000930413-12-006438.hdr.sgml : 20121130 20121130171043 ACCESSION NUMBER: 0000930413-12-006438 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20121130 FILED AS OF DATE: 20121130 DATE AS OF CHANGE: 20121130 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KNAP TONY CENTRAL INDEX KEY: 0001394388 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33364 FILM NUMBER: 121235426 MAIL ADDRESS: STREET 1: FLAGSTONE REINSURANCE HOLDINGS LIMITED STREET 2: CRAWFORD HOUSE, 23 CHURCH STREET CITY: HAMILTON STATE: D0 ZIP: HM 11 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Flagstone Reinsurance Holdings, S.A. CENTRAL INDEX KEY: 0001347815 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 980481623 STATE OF INCORPORATION: N4 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 37, VAL ST. ANDRE CITY: LUXEMBOURG STATE: N4 ZIP: L-1128 BUSINESS PHONE: 352 273 515 30 MAIL ADDRESS: STREET 1: 37, VAL ST. ANDRE CITY: LUXEMBOURG STATE: N4 ZIP: L-1128 FORMER COMPANY: FORMER CONFORMED NAME: Flagstone Reinsurance Holdings Ltd DATE OF NAME CHANGE: 20051222 4 1 c71814_4.xml OWNERSHIP DOCUMENT X0306 4 2012-11-30 1 0001347815 Flagstone Reinsurance Holdings, S.A. FSR 0001394388 KNAP TONY C/O FLAGSTONE REINSURANCE HOLDINGS, S.A. 65 AVENUE DE LA GARE LUXEMBOURG N4 L-1611 LUXEMBOURG 1 0 0 0 Common Shares 2012-11-30 4 D 0 1300 D 0 D Restricted Share Units 0 2012-11-30 4 D 0 44256 0 D Common Shares 44256 0 D Disposed of pursuant to the Agreement and Plan of Merger, dated as of August 30, 2012, by and among the Company, Flagstone Reinsurance Holdings (Bermuda) Limited, Validus Holdings, Ltd. ("Validus") and Validus UPS, Ltd. (the "Merger Agreement"), pursuant to which each common share was converted into the right to receive a cash payment of $2.00 and 0.1935 common shares of Validus (as of November 29, 2012, the closing price of common shares of Validus was $34.87 per share). Each Restricted Share Unit ("RSU") represents the right to receive, without payment to the Company, one newly issued, fully paid and non-assessable common share of the Company, subject to the terms and conditions of the RSU Plan and grant certificate evidencing each grant. In the discretion of the Compensation Committee, upon exercise, the RSU grant may alternatively be paid in cash, or partly in cash and partly in common shares. The RSUs, which were 100% vested on the date of grant, were converted pursuant to the Merger Agreement into the right to receive, for each RSU, (A) a cash payment of $2.00 plus the amount of cumulative dividends declared by the Company with respect to the common shares underlying such RSUs through the date on which the mergers contemplated by the Merger Agreement were consummated and (b) 0.1935 common shares of Validus (as of November 29, 2012, the closing price of common shares of Validus was $34.87 per share). The RSUs had no expiry date. /s/ William F. Fawcett, by power of attorney 2012-11-30