SEC FORM
4
SEC Form 4
| 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
|
| OMB APPROVAL |
| OMB Number: |
3235-0287 |
| Estimated average burden |
| hours per response: |
0.5 |
|
|
 |
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
MONTPELIER RE HOLDINGS LTD
[ MRH ]
|
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
Director |
X |
10% Owner |
|
Officer (give title below) |
|
Other (specify below) |
|
|
3. Date of Earliest Transaction
(Month/Day/Year)
09/27/2006
|
4. If Amendment, Date of Original Filed
(Month/Day/Year)
|
6. Individual or Joint/Group Filing (Check Applicable Line)
| X |
Form filed by One Reporting Person |
|
Form filed by More than One Reporting Person |
|
| 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 |
| Common Shares |
|
|
|
|
|
|
|
9,189 |
I |
By Folksamerica Reinsurance Company
|
| Common Shares |
09/27/2006 |
|
S |
|
5,370,150 |
D |
$19.4
|
929,850 |
I |
By White Mountains Holdings Bermuda Ltd.
|
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 |
| Warrant Shares |
$16.67
|
|
|
|
|
|
|
|
01/03/2012 |
Common Shares |
3,580,466.2 |
|
3,580,466.2 |
D |
|
| Warrant Shares |
$16.67
|
|
|
|
|
|
|
|
01/03/2012 |
Common Shares |
3,591,891.3 |
|
3,591,891.3 |
I |
By wholly-owned subsidiaries of White Mountains Insurance Group, Ltd. See Footnote 5.
|
| Explanation of Responses: |
|
|
|
|
|
| Remarks: |
|
|
Dennis Beaulieu, Corporate Secretary, White Mountains Insurance Group, Ltd. |
09/27/2006 |
|
Dennis Beaulieu, by Power of Attorney on behalf of Folksamerica Reinsurance Company |
09/27/2006 |
|
Dennis Beaulieu, by Power of Attorney on behalf of White Mountains Holdings Bermuda Ltd. |
09/27/2006 |
|
** 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. |
Know all by these presents, that the undersigned
hereby constitutes and appoints each of Brian Palmer,
Chief Accounting Officer, Dennis P. Beaulieu, Secretary,
and Robert L. Seelig, General Counsel, of White Mountains
Insurance Group, Ltd., signing singly, the undersigned's
true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned, in the
undersigned's capacity as an officer and/or director of Fund
American Reinsurance Company, Ltd. (the "Company"), Forms 3, 4,
and 5 in accordance with Section 16(a) of the Securities
Exchange Act of 1934 and the rules thereunder;
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete
and execute any such Form 3, 4, or 5, complete and execute
any amendment or amendments thereto, and timely file such form
with the United States Securities and Exchange Commission and
any stock exchange or similar authority; and
(3)take any other action of any type whatsoever in connection
with the foregoing which, in the opinion of such attorney-in-fact,
may be of benefit to, in the best interest of, or legally
required by, the undersigned, it being understood that the
documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in
such form and shall contain such terms and conditions as such
attorney-in-fact may approve in such attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full
power and authority to do and perform any and every act and thing
whatsoever requisite, necessary, or proper to be done in the
exercise of any of the rights and powers herein granted, as
fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or
substitutes, shall lawfully do or cause to be done by virtue of
this power of attorney and the rights and powers herein granted.
The undersigned acknowledges that the foregoing attorneys-in-fact,
in serving in such capacity at the request of the undersigned,
are not rendering legal advice of any form, other than satisfying
regulatory filing requirements, with respect to any transactions
to be reported on Forms 3, 4 and 5 are not assuming, nor is the
Company assuming, any of the undersigned's responsibilities to
comply with Section 16 of the Securities Exchange Act of 1934.
The undersigned hereby grants this Power of Attorney with the
understanding that information provided to each such
attorney-in-fact is strictly confidential and will not be
disclosed to senior management, directors or other third parties
whether affiliated or otherwise and will be used solely to
complete and execute any such Form 3, 4 or 5, complete and
execute any amendment or amendments thereto, and timely file
such form with the United States Securities and Exchange Commission
and any stock exchange or similar authority
This Power of Attorney shall remain in full force and effect
until the undersigned is no longer required to file Forms 3,
4, and 5 with respect to the undersigned's holdings of and
transactions in securities issued by the Company, unless
earlier revoked by the undersigned in a signed writing
delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this
Power of Attorney to be executed as of this
3rd day of November, 2004.
/s/ Donald A. Emeigh
Executive Vice President, General Counsel & Secretary
On behalf of:
Folksamerica Reinsurance Company
Know all by these presents, that the undersigned
hereby constitutes and appoints each of Brian Palmer,
Chief Accounting Officer, Dennis P. Beaulieu, Secretary,
and Robert L. Seelig, General Counsel, of White Mountains
Insurance Group, Ltd., signing singly, the undersigned's
true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned, in the
undersigned's capacity as an officer and/or director of Fund
American Reinsurance Company, Ltd. (the "Company"), Forms 3, 4,
and 5 in accordance with Section 16(a) of the Securities
Exchange Act of 1934 and the rules thereunder;
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete
and execute any such Form 3, 4, or 5, complete and execute
any amendment or amendments thereto, and timely file such form
with the United States Securities and Exchange Commission and
any stock exchange or similar authority; and
(3)take any other action of any type whatsoever in connection
with the foregoing which, in the opinion of such attorney-in-fact,
may be of benefit to, in the best interest of, or legally
required by, the undersigned, it being understood that the
documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in
such form and shall contain such terms and conditions as such
attorney-in-fact may approve in such attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full
power and authority to do and perform any and every act and thing
whatsoever requisite, necessary, or proper to be done in the
exercise of any of the rights and powers herein granted, as
fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or
substitutes, shall lawfully do or cause to be done by virtue of
this power of attorney and the rights and powers herein granted.
The undersigned acknowledges that the foregoing attorneys-in-fact,
in serving in such capacity at the request of the undersigned,
are not rendering legal advice of any form, other than satisfying
regulatory filing requirements, with respect to any transactions
to be reported on Forms 3, 4 and 5 are not assuming, nor is the
Company assuming, any of the undersigned's responsibilities to
comply with Section 16 of the Securities Exchange Act of 1934.
The undersigned hereby grants this Power of Attorney with the
understanding that information provided to each such
attorney-in-fact is strictly confidential and will not be
disclosed to senior management, directors or other third parties
whether affiliated or otherwise and will be used solely to
complete and execute any such Form 3, 4 or 5, complete and
execute any amendment or amendments thereto, and timely file
such form with the United States Securities and Exchange Commission
and any stock exchange or similar authority
This Power of Attorney shall remain in full force and effect
until the undersigned is no longer required to file Forms 3,
4, and 5 with respect to the undersigned's holdings of and
transactions in securities issued by the Company, unless
earlier revoked by the undersigned in a signed writing
delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this
Power of Attorney to be executed as of this
7th day of March, 2005.
/s/ Raymond Barrette
President
On behalf of:
White Mountains Holdings Bermuda Ltd.
