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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Expires: February 28, 2011 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* NMI II (Cayman) GP, Ltd. (Last) (First) (Middle) C/O VALIDUS RE 48 PAR-LA-VILLE ROAD, SUITE 1790 (Street) HAMILTON D0 HM11 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol VALIDUS HOLDINGS LTD [ VR ]	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) 11/18/2008
	4. 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 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	11/18/2008		P		42,421	A ( 1 )	$18.2958 ( 10 )	6,903,591	I	See Notes ( 13 ) ( 14 )
Common Shares	11/18/2008		P		3,283	A ( 2 )	$18.2958 ( 10 )	6,903,591	I	See Notes ( 13 ) ( 14 )
Common Shares	11/18/2008		P		746	A ( 3 )	$18.2958 ( 10 )	6,903,591	I	See Notes ( 13 ) ( 14 )
Common Shares	11/18/2008		P		52,649	A ( 4 )	$19.0915 ( 11 )	6,961,241	I	See Notes ( 13 ) ( 14 )
Common Shares	11/18/2008		P		4,075	A ( 5 )	$19.0915 ( 11 )	6,961,241	I	See Notes ( 13 ) ( 14 )
Common Shares	11/18/2008		P		926	A ( 6 )	$19.0915 ( 11 )	6,961,241	I	See Notes ( 13 ) ( 14 )
Common Shares	11/19/2008		P		22,831	A ( 7 )	$18.159 ( 12 )	6,986,241	I	See Notes ( 13 ) ( 14 )
Common Shares	11/19/2008		P		1,767	A ( 8 )	$18.159 ( 12 )	6,986,241	I	See Notes ( 13 ) ( 14 )
Common Shares	11/19/2008		P		402	A ( 9 )	$18.159 ( 12 )	6,986,241	I	See Notes ( 13 ) ( 14 )

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

1. Name and Address of Reporting Person* NMI II (Cayman) GP, Ltd. (Last) (First) (Middle) C/O VALIDUS RE 48 PAR-LA-VILLE ROAD, SUITE 1790 (Street) HAMILTON D0 HM11 (City) (State) (Zip)

1. Name and Address of Reporting Person* New Mountain Investments II (Cayman), L.P. (Last) (First) (Middle) C/O VALIDUS RE 48 PAR-LA-VILLE ROAD, SUITE 1790 (Street) HAMILTON D0 HM11 (City) (State) (Zip)

1. Name and Address of Reporting Person* New Mountain Partners II (Cayman), L.P. (Last) (First) (Middle) C/O VALIDUS RE 48 PAR-LA-VILLE ROAD, SUITE 1790 (Street) HAMILTON D0 HM11 (City) (State) (Zip)

1. Name and Address of Reporting Person* Allegheny New Mountain Partners (Cayman), L.P. (Last) (First) (Middle) C/O VALIDUS RE 48 PAR-LA-VILLE ROAD, SUITE 1790 (Street) HAMILTON D0 HM11 (City) (State) (Zip)

1. Name and Address of Reporting Person* New Mountain Affiliated Investors II (Cayman), L.P. (Last) (First) (Middle) C/O VALIDUS RE 48 PAR-LA-VILLE ROAD, SUITE 1790 (Street) HAMILTON D0 HM11 (City) (State) (Zip)

1. Name and Address of Reporting Person* KLINSKY STEVEN B (Last) (First) (Middle) C/O NEW MOUNTAIN CAPITAL, L.L.C. 787 SEVENTH AVENUE, 49TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip)

1. Name and Address of Reporting Person* New Mountain Capital, L.L.C. (Last) (First) (Middle) 787 SEVENTH AVENUE, 49TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip)

Explanation of Responses:

1. The securities purchased are directly owned by New Mountain Partners II (Cayman), L.P. Following the reported transaction, New Mountain Partners II (Cayman), L.P. directly owns 6,304,789 shares of common stock of the issuer.

2. The securities purchased are directly owned by Allegheny New Mountain Partners (Cayman), L.P. Following the reported transaction, Allegheny New Mountain Partners (Cayman), L.P. directly owns 487,925 shares of common stock of the issuer.

3. The securities purchased are directly owned by New Mountain Affiliated Investors II (Cayman), L.P. Following the reported transaction, New Mountain Affiliated Investors II (Cayman), L.P. directly owns 110,877 shares of common stock of the issuer.

4. The securities purchased are directly owned by New Mountain Partners II (Cayman), L.P. Following the reported transaction, New Mountain Partners II (Cayman), L.P. directly owns 6,357,438 shares of common stock of the issuer.

5. The securities purchased are directly owned by Allegheny New Mountain Partners (Cayman), L.P. Following the reported transaction, Allegheny New Mountain Partners (Cayman), L.P. directly owns 492,000 shares of common stock of the issuer.

6. The securities purchased are directly owned by New Mountain Affiliated Investors II (Cayman), L.P. Following the reported transaction, New Mountain Affiliated Investors II (Cayman), L.P. directly owns 111,803 shares of common stock of the issuer.

7. The securities purchased are directly owned by New Mountain Partners II (Cayman), L.P. Following the reported transaction, New Mountain Partners II (Cayman), L.P. directly owns 6,380,269 shares of common stock of the issuer.

8. The securities purchased are directly owned by Allegheny New Mountain Partners (Cayman), L.P. Following the reported transaction, Allegheny New Mountain Partners (Cayman), L.P. directly owns 493,767 shares of common stock of the issuer.

9. The securities purchased are directly owned by New Mountain Affiliated Investors II (Cayman), L.P. Following the reported transaction, New Mountain Affiliated Investors II (Cayman), L.P. directly owns 112,205 shares of common stock of the issuer.

10. The price reported is a weighted average price. The prices actually paid ranged from $17.92 to $18.90. The reporting person will provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, information regarding the number of shares purchased at each price within the range.

11. The price reported is a weighted average price. The prices actually paid ranged from $18.93 to $19.21. The reporting person will provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, information regarding the number of shares purchased at each price within the range.

12. The price reported is a weighted average price. The prices actually paid ranged from $17.85 to $18.76. The reporting person will provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, information regarding the number of shares purchased at each price within the range.

13. NMI II (Cayman) GP, Ltd. is the general partner of New Mountain Investments II (Cayman), L.P., which is the general partner of each of New Mountain Partners II (Cayman), L.P., Allegheny New Mountain Partners (Cayman), L.P. and New Mountain Affiliated Investors II (Cayman), L.P. (collectively, the "New Mountain Funds"). Steven B. Klinsky is the sole director of NMI II (Cayman) GP, Ltd. and the chief executive officer of New Mountain Capital, L.L.C. New Mountain Capital, L.L.C. is the manager of each of the New Mountain Funds.

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

	/s/ Steven Klinsky, Sole Shareholder of NMI II (Cayman) GP, Ltd.	11/20/2008
	/s/ Steven Klinsky, Sole Shareholder of GP of New Mountain Investments II (Cayman), L.P.	11/20/2008
	/s/ Steven Klinsky, Sole Shareholder of GP of GP of New Mountain Partners II (Cayman), L.P.	11/20/2008
	/s/ Steven Klinsky, Sole Shareholder of GP of GP of New Mountain Affiliated Investors II (Cayman), L.P.	11/20/2008
	/s/ Steven Klinsky, Sole Shareholder of GP of GP of Allegheny New Mountain Partners (Cayman), L.P.	11/20/2008
	/s/ Steven Klinsky	11/20/2008
	/s/ Steven Klinsky, CEO, New Mountain Capital, L.L.C.	11/20/2008
	** Signature of Reporting Person	Date
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