| 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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year)
07/24/2007 |
3. Issuer Name and Ticker or Trading Symbol
VALIDUS HOLDINGS LTD [ VR ] |
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| 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year)
07/24/2007 |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 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 | 6,857,141 | I | See Notes ( 1 ) ( 2 ) |
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Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities) |
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| 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 | ( 3 ) | 12/12/2015 | Common Shares | 784,055.6 | 17.5 | I | See Notes ( 2 ) ( 4 ) ( 5 ) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. The securities are owned by 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") as follows: 6,262,368 shares are owned by New Mountain Partners II (Cayman), L.P., 484,642 shares are owned by Allegheny New Mountain Partners (Cayman), L.P. and 110,131 shares are owned by New Mountain Affiliated Investors II (Cayman), L.P. 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 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. |
| 2. Each of the reporting persons disclaims beneficial ownership of these securities, except to the extent of its pecuniary interest therein. |
| 3. Warrants are exercisable at any time prior to December 12, 2015. |
| 4. The securities are owned by New Mountain Partners II (Cayman), L.P., Allegheny New Mountain Partners (Cayman), L.P. and New Mountain Affiliated Investors II (Cayman), L.P. as follows: 716,031.5 warrants are owned by New Mountain Partners II (Cayman), L.P., 55,392.1 warrants are owned by Allegheny New Mountain Partners (Cayman), L.P. and 12,632.0 warrants are owned by New Mountain Affiliated Investors II (Cayman), L.P. |
| 5. Warrants owned by the New Mountain funds provide, in the relevant part, that they shall be exercisable for a number of shares representing 1.08% of the common shares of the issuer on the day immediately prior to consummation of the issuer's initial public offering of common shares, on a fully diluted basis. The number of shares issuable upon exercise of the warrants reported above has been calculated based upon the issuer's estimate, given to the reporting persons, of the number of outstanding common shares, warrants and options immediately prior to consummation of the issuer's initial public offering of common shares. |
| Remarks: |
| 1- This Form 3/A amends the Form 3 filed by the reporting persons other than New Mountain Capital, L.L.C. on July 24, 2007. The sole purpose of this Form 3/A is to add New Mountain Capital, L.L.C. as a reporting person. |
| John Schuster, Attorney-in-Fact | 07/25/2007 | |
| ** 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 5 (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. | ||