SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* ML Global Private Equity Fund, L.P. (Last) (First) (Middle) 4 WORLD FINANCIAL CENTER (Street) NEW YORK NY 10080 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 07/24/2007	3. Issuer Name and Ticker or Trading Symbol VALIDUS HOLDINGS LTD [ VR ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Shares	5,714,285	D ( 1 ) ( 3 ) ( 5 )

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants to acquire common shares	( 4 )	12/12/2015	Common Shares	1,067,187	17.5	D ( 2 ) ( 3 ) ( 5 )

1. Name and Address of Reporting Person* ML Global Private Equity Fund, L.P. (Last) (First) (Middle) 4 WORLD FINANCIAL CENTER (Street) NEW YORK NY 10080 (City) (State) (Zip)

1. Name and Address of Reporting Person* Merrill Lynch Group, Inc. (Last) (First) (Middle) 4 WORLD FINANCIAL CENTER (Street) NEW YORK NY 10080 (City) (State) (Zip)

1. Name and Address of Reporting Person* ML Global Private Equity Partners, L.P. (Last) (First) (Middle) 4 WORLD FINANCIAL CENTER (Street) NEW YORK NY 10080 (City) (State) (Zip)

1. Name and Address of Reporting Person* Merrill Lynch GP, Inc. (Last) (First) (Middle) 4 WORLD FINANCIAL CENTER (Street) NEW YORK NY 10080 (City) (State) (Zip)

1. Name and Address of Reporting Person* MERRILL LYNCH VENTURES LLC (Last) (First) (Middle) 4 WORLD FINANCIAL CENTER (Street) NEW YORK NY 10080 (City) (State) (Zip)

1. Name and Address of Reporting Person* MLGPE Ltd. (Last) (First) (Middle) 4 WORLD FINANCIAL CENTER (Street) NEW YORK NY 10080 (City) (State) (Zip)

1. Name and Address of Reporting Person* Merrill Lynch Ventures LP 2001 (Last) (First) (Middle) 4 WORLD FINANCIAL CENTER (Street) NEW YORK NY 10080 (City) (State) (Zip)

1. Name and Address of Reporting Person* GMI Investments, Inc. (Last) (First) (Middle) 4 WORLD FINANCIAL CENTER (Street) NEW YORK NY 10080 (City) (State) (Zip)

1. Name and Address of Reporting Person* MERRILL LYNCH & CO INC (Last) (First) (Middle) 4 WORLD FINANCIAL CENTER (Street) NEW YORK NY 10080 (City) (State) (Zip)

Explanation of Responses:

1. 4,285,714 shares are owned directly by ML Global Private Equity Fund, L.P. ("MLGPE"), a partnership of which MLGPE LTD. is the general partner, which is a wholly-owned subsidiary of ML Global Private Equity Partners, L.P., the general partner of which is Merrill Lynch GP, Inc., which is a wholly-owned subsidiary of Merrill Lynch Group, Inc., which is a wholly-owned subsidiary of Merrill Lynch & Co., Inc. 1,428,571 shares are owned directly by Merrill Lynch Ventures L.P. 2001, a partnership of which Merrill Lynch Ventures, L.L.C. is the general partner, which is a wholly-owned subsidiary of Merrill Lynch Group, Inc.

2. 364,803.6 warrants are owned directly by MLGPE, 580,782 warrants are owned directly by GMI Investments, Inc., a wholly-owned subsidiary of Merrill Lynch Group, Inc., and 121,601.2 warrants are owned directly by Merrill Lynch Ventures L.P. 2001.

3. Each of the reporting owners disclaims beneficial ownership of these securities, except to the extent of its pecuniary interest therein.

4. Warrants are exercisable at any time prior to Expiration Date.

5. Each reporting person may be deemed a director by virtue of the fact that Mandakini Puri, an employee of an affiliate of the reporting persons, is a director of Validus Holdings, Ltd.

	ML Global Private Equity Fund, L.P. By: MLGPE Ltd., its general partner By: Frank Marinaro	07/17/2007
	MLGPE Ltd. By: Frank Marinaro	07/17/2007
	ML Global Private Equity Partners, L.P. By: Merrill Lynch GP, Inc., its general partner By: Frank Marinaro	07/17/2007
	Merrill Lynch GP, Inc. By: Frank Marinaro	07/17/2007
	Merrill Lynch Group, Inc. By: Frank Marinaro	07/17/2007
	Merrill Lynch & Co., Inc. By: Frank Marinaro	07/17/2007
	Merrill Lynch Ventures L.P. 2001 By: Merrill Lynch Ventures, L.L.C., its general partner By: Frank Marinaro	07/17/2007
	Merrill Lynch Ventures, L.L.C. By: Frank Marinaro	07/24/2007
	GMI Investments, Inc. By: Douglas Madden	07/24/2007
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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