Edgar Filing: VALIDUS HOLDINGS LTD

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN 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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Greenberg Jeffrey W.

2. Issuer Name and Ticker or Trading Symbol
VALIDUS HOLDINGS LTD [VR]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

535 MADISON AVENUE, 24TH FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
12/02/2015

(Street)

NEW YORK, NY 10022

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares	12/02/2015		M		2,498,816.73	A	$ 17.5	2,498,816.73	I	See Footnotes ⁽¹⁾ ⁽⁴⁾
Common Shares	12/02/2015		F⁽⁵⁾		917,141.21	D	$ 47.68	1,581,674 ⁽⁵⁾	I	See Footnotes ⁽¹⁾ ⁽⁴⁾
Common Shares	12/02/2015		M		75,776.93	A	$ 22	1,657,451.93	I	See Footnotes ⁽¹⁾ ⁽⁴⁾
Common Shares	12/02/2015		F⁽⁵⁾		34,964.19	D	$ 47.68	1,622,487 ⁽⁵⁾	I	See Footnotes ⁽¹⁾ ⁽⁴⁾
Common Shares	12/02/2015		X		116,503.24	A	$ 17.5	116,503.24	I	See Footnotes ⁽²⁾ ⁽⁴⁾
Common Shares	12/02/2015		J⁽⁵⁾		42,760.21	D	$ 47.68	73,743 ⁽⁵⁾	I	See Footnotes ⁽²⁾ ⁽⁴⁾
Common Shares	12/02/2015		X		64,991.1	A	$ 17.5	64,991.1	I	See Footnotes ⁽³⁾ ⁽⁴⁾
Common Shares	12/02/2015		J⁽⁵⁾		23,853.7	D	$ 47.68	41,137 ⁽⁵⁾	I	See Footnotes ⁽³⁾ ⁽⁴⁾
Common Shares	12/02/2015		M		10,018.49	A	$ 17.5	10,018.49	D
Common Shares	12/02/2015		F⁽⁵⁾		3,677.09	D	$ 47.68	6,341 ⁽⁵⁾	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Warrants (right to buy)

$ 17.5

12/02/2015

2,498,816.73

⁽⁶⁾

12/12/2015

Common Shares

2,498,816.73

$ 0

See Footnotes ⁽¹⁾ ⁽⁴⁾

Warrants (right to buy)

$ 22

12/02/2015

75,776.93

⁽⁶⁾

12/12/2015

Common Shares

75,776.93

$ 0

See Footnotes ⁽¹⁾ ⁽⁴⁾

Warrants (right to buy)

$ 17.5

12/02/2015

116,503.24

⁽⁶⁾

12/12/2015

Common Shares

116,503.24

$ 0

See Footnotes ⁽²⁾ ⁽⁴⁾

Warrants (right to buy)

$ 17.5

12/02/2015

64,991.1

⁽⁶⁾

12/12/2015

Common Shares

64,991.1

$ 0

See Footnotes ⁽³⁾ ⁽⁴⁾

Warrants (right to buy)

$ 17.5

12/02/2015

10,018.49

⁽⁶⁾

12/12/2015

Common Shares

10,018.49

$ 0

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Greenberg Jeffrey W. 535 MADISON AVENUE, 24TH FLOOR NEW YORK, NY 10022	X

Signatures

/s/ Christina Young, as Attorney-in-fact		12/04/2015
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	These securities are held by Aquiline Capital Partners LLC.
(2)	These securities are held by Aquiline Financial Services Fund L.P.
(3)	These securities are held by Aquiline Financial Services Fund (Offshore) L.P.
(4)	The investment manager of each of Aquiline Financial Services Fund L.P. and Aquiline Financial Services Fund (Offshore) L.P. is Aquiline Capital Partners LLC. The sole member of Aquiline Capital Partners LLC is Aquiline Holdings LLC. The sole member of Aquiline Holdings LLC is Aquiline Holdings LP. The general partner of Aquiline Holdings LP is Aquiline Holdings GP Inc. The sole stockholder of Aquiline Holdings GP Inc. is Jeffrey W. Greenberg. Mr. Greenberg also serves as a managing principal of Aquiline Capital Partners LLC.
(5)	On December 2, 2015, certain securityholders exercised warrants to purchase Common shares ("Common Shares") of Validus Holdings, Ltd. (the "Issuer"). The holders paid the exercise price on a cashless basis, resulting in the Issuer withholding Common Shares to pay the exercise price and issuing the remaining Common Shares to the exercising holders. The Issuer also paid cash to the holders in lieu of issuing fractional shares for each warrant certificate.
(6)	These warrants are exercisable at any time prior to their expiration date.
Remarks: Pursuant to Rule 16a-1(a)(2)(ii)(B) under the Securities Exchange Act of 1934, as amended (the "Act"), Mr. Greenberg may be deemed to be the beneficial owner of the securities reported herein only to the extent of his pecuniary interest therein. Pursuant to Rule 16a-1(a)(4) under the Act, this filing shall not be deemed to be an admission that Mr. Greenberg is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities reported herein in excess of such amount. Exhibit List: Exhibit 24 - Power of Attorney

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