Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Validus Holdings, Ltd.
(Name of Issuer)
Common Shares
(Title of Class of Securities)
BMG9319H1025
(CUSIP Number)
December 31, 2007
(Date of Event Which Requires Filing of this Statement)
Check the
appropriate box to designate the rule pursuant to which this Schedule is filed:
| o |
Rule 13d-1(b)
|
| o |
Rule 13d-1(c)
|
| x |
Rule 13d-1(d)
|
*The
remainder of this cover page shall be filled out for a reporting person’s initial
filing on this form with respect to the subject class of securities, and for any
subsequent amendment containing information which would alter the disclosures provided
in a prior cover page.
The
information required in the remainder of this cover page shall not be deemed to be
“filed” for the purpose of Section 18 of the Securities Exchange Act of
1934 (the “Act”) or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see the
Notes).
| CUSIP No. BMG9319H1025 |
SCHEDULE 13G
|
|
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Merrill Lynch
& Co., Inc.
IRS Identification Number: 13-2740599
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)o
(b)o
|
|
|
3
|
SEC USE ONLY
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
0
|
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
|
8
|
SHARED DISPOSITIVE POWER
6,781,472
(1)
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,781,472
(1)
|
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (See Instructions)
|
x(1)
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.0% (2)
|
|
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
CO, HC
|
| (1) |
See Item 4(c) below.
|
| (2) |
Based on a total of 74,199,836 outstanding shares of common
stock plus 1,067,187 shares as to which the reporting
person has the right to acquire a beneficial ownership interest
upon the exercise of warrants.
|
| CUSIP No. BMG9319H1025 |
|
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Merrill
Lynch Group, Inc.
IRS Identification Number: 13-3408205
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
o
(b) o
|
|
|
3
|
SEC USE ONLY
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
0
|
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
|
8
|
SHARED DISPOSITIVE POWER
6,781,472
(1)
|
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
6,781,472
(1) |
|
|
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (See Instructions)
|
x(1) |
|
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.0%
(2) |
|
|
12 |
TYPE OF REPORTING PERSON (See Instructions)
CO |
| (1) |
See Item 4(c) below.
|
| (2) |
Based on a total of 74,199,836 outstanding shares of common
stock plus 1,067,187 shares as to which
the reporting person has the right to acquire a
beneficial ownership interest upon the exercise of
warrants.
|
| CUSIP No. BMG9319H1025 |
|
|
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Merrill
Lynch Ventures, L.L.C.
IRS Identification Number: 13-3917809
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
o
(b) o
|
|
|
3
|
SEC USE ONLY
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
0
|
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
|
8
|
SHARED DISPOSITIVE POWER
1,550,172
(1)
|
|
9 |
A
GGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,550,172
(1) |
|
|
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (See Instructions)
|
x(1) |
|
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.1%
(2) |
|
|
12 |
TYPE OF REPORTING PERSON (See Instructions)
OO |
| (1) |
See Item 4(c) below.
|
| (2) |
Based on a total of 74,199,836 outstanding shares of common
stock plus 121,601 shares as to which
the reporting person has the right to acquire a beneficial
ownership interest upon the exercise of warrants.
|
| CUSIP No. BMG9319H1025 |
|
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Merrill
Lynch Ventures L.P. 2001
IRS Identification Number: 13-4145795
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
o
(b) o
|
|
|
3
|
SEC USE ONLY
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
0
|
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
|
8
|
SHARED DISPOSITIVE POWER
1,550,172
(1)
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,550,172
(1)
|
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
|
o
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.1%
(2)
|
|
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
| (1) |
See Item 4(c) below.
|
| (2) |
Based on a total of 74,199,836 outstanding shares of
common stock plus 121,601 shares as to which
the reporting person has the right to acquire a
beneficial ownership interest upon the exercise of
warrants.
|
| CUSIP No. BMG9319H1025 |
|
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Merrill
Lynch GP, Inc.
IRS Identification Number: 13-3540361
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
o
(b) o
|
|
|
3
|
SEC USE ONLY
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
0
|
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
|
8
|
SHARED DISPOSITIVE POWER
4,650,518
(1)
|
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
4,650,518
(1) |
|
|
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
|
x(1) |
|
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.2%
(2) |
|
|
12 |
TYPE OF REPORTING PERSON (See Instructions)
CO |
| (1) |
See Item 4(c) below.
|
| (2) |
Based on a total of 74,199,836 outstanding shares of
common stock plus 364,804 shares as to which
the reporting person has the right to acquire a
beneficial ownership interest upon the exercise of
warrants.
|
| CUSIP No. BMG9319H1025 |
|
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
ML
Global Private Equity Partners, L.P.
IRS Identification Number: 20-1488488
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
o
(b) o
|
|
|
3
|
SEC USE ONLY
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
0
|
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
|
8
|
SHARED DISPOSITIVE POWER
4,650,518
(1)
|
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
4,650,518
(1) |
|
|
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
|
x(1) |
|
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
6.2%
(2) |
|
|
12 |
TYPE OF REPORTING PERSON (See Instructions)
PN |
| (1) |
See Item 4(c) below.
|
| (2) |
Based on a total of 74,199,836 outstanding shares
of common stock plus 364,804 shares as to
which the reporting person has the right to
acquire a beneficial ownership interest upon the
exercise of warrants.
|
| CUSIP No. BMG9319H1025 |
|
|
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
MLGPE Ltd.
IRS Identification Number: 98-0437327
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a)
o
(b) o
|
|
|
3
|
SEC USE ONLY
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
0
|
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
|
8
|
SHARED DISPOSITIVE POWER
4,650,518
(1)
|
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
4,650,518
(1) |
|
|
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (See Instructions)
|
x(1) |
|
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
6.2%
(2) |
|
|
12 |
TYPE OF REPORTING PERSON (See Instructions)
OO |
| (1) |
See Item 4(c) below.
|
| (2) |
Based on a total of 74,199,836 outstanding
shares of common stock plus
364,804 shares as to which
the reporting person has the right to
acquire a beneficial ownership interest upon
the exercise of warrants.
|
| CUSIP No. BMG9319H1025 |
|
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
ML Global Private Equity Fund, L.P.
IRS Identification Number: 20-1488396
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a)
o
(b) o
|
|
|
3
|
SEC USE ONLY
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
0
|
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
|
8
|
SHARED DISPOSITIVE POWER
4,650,518
(1)
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
4,650,518
(1)
|
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (See Instructions)
|
o
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
6.2%
(2)
|
|
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
| (1) |
See Item 4(c) below.
|
| (2) |
Based on a total of 74,199,836 outstanding shares
of common stock plus 364,804 shares as to
which the reporting person has the right to
acquire a beneficial ownership interest upon the
exercise of warrants.
|
| CUSIP No. BMG9319H1025 |
|
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
GMI Investments, Inc.
IRS Identification Number: 20-1488396
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a)
o
(b) o
|
|
|
3
|
SEC USE ONLY
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
0
|
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
|
8
|
SHARED DISPOSITIVE POWER
580,782
(1)
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
580,782
(1)
|
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (See Instructions)
|
o
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
0.8%
(2)
|
|
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
CO
|
| (1) |
See Item 4(c) below.
|
| (2) |
Based on a total of 74,199,836 outstanding
shares of common stock plus
580,782 shares as to which
the reporting person has the right to
acquire a beneficial ownership interest upon
the exercise of warrants.
|
| Item 1. |
| (a) |
Validus Holdings, Ltd.
|
| (b) |
19 Par-la-Ville Road
|
Hamilton, Bermuda HM 11
| Item 2. |
|
(a)
|
| (1) |
Merrill Lynch & Co., Inc.
|
| (2) |
Merrill Lynch Group, Inc.
|
| (3) |
Merrill Lynch Ventures, L.L.C.
|
| (4) |
Merrill Lynch Ventures L.P. 2001
|
| (5) |
Merrill Lynch GP, Inc.
|
| (6) |
ML Global Private Equity Partners, L.P.
|
| (7) |
MLGPE Ltd.
|
| (8) |
ML Global Private Equity Fund, L.P.
|
| (9) |
GMI Investments, Inc.
|
| (b) |
Address of Principal Business Office or, if none,
Residence.
|
|
(1)
|
4 World Financial Center, New York, NY 10080
|
| (2) |
4 World Financial Center, New York, NY 10080
|
| (3) |
4 World Financial Center, New York, NY 10080
|
| (4) |
4 World Financial Center, New York, NY 10080
|
| (5) |
4 World Financial Center, New York, NY 10080
|
| (6) |
4 World Financial Center, New York, NY 10080
|
| (7) |
4 World Financial Center, New York, NY 10080
|
| (8) |
4 World Financial Center, New York, NY 10080
|
| (9) |
4 World Financial Center, New York, NY 10080
|
| (c) |
Citizenship.
|
||||
| (1) | Merrill Lynch & Co., Inc. is a Delaware corporation. | ||||
| (2) | Merrill Lynch Group, Inc. is a Delaware corporation. | ||||
| (3) |
Merrill Lynch Ventures, L.L.C. is a Delaware limited
liability company.
|
| (4) |
Merrill Lynch Ventures L.P. 2001 is a partnership
organized in the State of Delaware.
|
| (5) |
Merrill Lynch GP, Inc. is a Delaware
corporation.
|
| (6) |
ML Global Private Equity Partners, L.P. is an
exempted limited partnership organized in the
Cayman Islands.
|
| (7) |
MLGPE Ltd. is a Cayman Islands exempted company.
|
| (8) |
ML Global Private Equity Fund, L.P. is an exempted
limited partnership organized in the Cayman
Islands.
|
| (9) |
GMI Investments, Inc. is a Delaware
corporation.
|
| (d) |
Title of Class of Securities.
|
Common Shares
| (e) |
CUSIP Number.
|
BMG9319H1025
| Item 3. |
Not
applicable since statement is filed pursuant to Rule
13d-1(d)
|
| Item 4. |
Ownership.
|
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified
in
Item 1.
| (a) |
Amount Beneficially Owned: See below.
|
| (b) |
Percent of Class: See below.
|
| (c) |
Number of shares as to which the person has:
|
|
(i)
|
sole power to vote or to direct the vote:
zero.
|
|
(ii)
|
shared power to vote or to direct the vote:
zero.
|
|
(iii)
|
sole power to dispose or to direct the disposition
of: See below.
|
|
(iv)
|
shared power to dispose or to direct the disposition
of: See below.
|
As of December 31, 2007, each of the Reporting Persons owned as of
record the number and percentage of issued and outstanding shares
of common stock of Validus Holdings, Ltd. (including shares deemed
to be outstanding pursuant to Rule 13d-3(d)(1)(i)) listed
opposite its name:
|
Reporting Person
|
Amount Beneficially
Owned
|
Percent of
Class
(a)
|
||
|
Merrill Lynch & Co., Inc.
|
0(b)
|
0%
|
||
|
Merrill Lynch Group, Inc.
|
0(c)
|
0%
|
||
|
Merrill Lynch Ventures, L.L.C.
|
0(d)
|
0%
|
||
|
Merrill Lynch Ventures L.P. 2001
|
1,550,172
(e)
|
2.1%
|
||
|
Merrill Lynch GP, Inc.
|
0(f)
|
0%
|
||
|
ML Global Private Equity Partners, L.P.
|
0(g)
|
0%
|
||
|
MLGPE Ltd.
|
0(h)
|
0%
|
||
|
ML Global Private Equity Fund, L.P.
|
4,650,518
(i)
|
6.2%
|
||
|
GMI Investments, Inc.
|
580,782
(j)
|
0.8%
|
|
(a)
|
Based on a total of 74,199,836 shares outstanding plus
thenumber of shares as to which the reporting person
has the right to acquire a beneficial ownership upon
the exercise of warrants.
|
|
(b)
|
Merrill Lynch & Co., Inc. is a Delaware corporation
whose relation to the other Reporting Persons is
explained below. Merrill Lynch & Co., Inc.
disclaims beneficial ownership of the shares held by
the other Reporting Persons listed herein.
|
|
(c)
|
Merrill Lynch Group, Inc. is a Delaware corporation
whose relation to the other Reporting Persons is
explained below. Merrill Lynch Group, Inc. disclaims
beneficial ownership of the shares held by the other
Reporting Persons listed herein.
|
|
(d)
|
Merrill Lynch Ventures, L.L.C. is a Delaware limited
liability company whose relation to the other Reporting
Persons is explained below. Merrill Lynch Ventures,
L.L.C. disclaims beneficial ownership of the shares
held by the other Reporting Persons listed
herein.
|
|
(e)
|
Merrill Lynch Ventures L.P. 2001 is a partnership of
which Merrill Lynch Ventures, L.L.C. (“
ML Ventures”) is the general partner. ML
Ventures is a wholly-owned subsidiary of Merrill Lynch
Group, Inc., which is a wholly-owned subsidiary of
Merrill Lynch & Co., Inc. Decisions regarding the
voting or disposition of shares of portfolio
|
investments of Merrill Lynch Ventures L.P. 2001 are made by the
management and investment committee of the board of directors of ML
Ventures, which is composed of three individuals. Each of ML
Ventures, because it is the general partner of Merrill Lynch
Ventures L.P. 2001, Merrill Lynch Group, Inc. and Merrill Lynch
& Co., Inc., because they control ML Ventures, and the three
members of the ML Ventures investment committee, by virtue of their
shared decisionmaking power, may be deemed to beneficially own the
shares held by Merrill Lynch Ventures L.P. 2001. Such entities and
individuals expressly disclaim beneficial ownership of the shares
that Merrill Lynch Ventures L.P. 2001 holds of record or may be
deemed to beneficially own. The amount reported as
beneficially owned by Merrill Lynch Ventures L.P. 2001 includes
121,601 shares as to which Merrill Lynch Ventures L.P. 2001 has the
right to acquire a beneficial ownership interest upon the exercise
of warrants.
|
(f)
|
Merrill Lynch GP, Inc. is a Delaware corporation whose
relation to the other Reporting Persons is explained
below. Merrill Lynch GP, Inc. disclaims beneficial
ownership of the shares held by the other Reporting
Persons listed herein.
|
|
(g)
|
ML Global Private Equity Partners, L.P. is an exempted
limited partnership organized in the Cayman Islands
whose relation to the other Reporting Persons is
explained below. ML Global Private Equity Partners,
L.P. disclaims beneficial ownership of the shares held
by the other Reporting Persons listed herein.
|
|
(h)
|
MLGPE Ltd. is a Cayman Islands exempted company whose
relation to the other Reporting Persons is explained
below. MLGPE Ltd. disclaims beneficial ownership of the
shares held by the other Reporting Persons listed
herein.
|
|
(i)
|
ML Global Private Equity Fund, L.P. is a partnership of
which MLGPE Ltd. is the general partner. MLGPE Ltd. is
a wholly-owned subsidiary of ML Global Private Equity
Partners, L.P.
(“ML Partners”). The investment committee of
ML Partners, which is composed of Merrill Lynch GP,
Inc., as the general partner of ML Partners, and
certain investment professionals who are actively
performing services for ML Global Private Equity Fund,
L.P., retains decisionmaking power over the
disposition and voting of shares of portfolio
investments of ML Global Private Equity Fund, L.P. The
consent of Merrill Lynch GP, Inc., as ML
Partners’ general partner, is required for any
such vote. Merrill Lynch GP, Inc. is a wholly-owned
subsidiary of Merrill Lynch Group, Inc. which is a
wholly-owned subsidiary of Merrill Lynch & Co.,
Inc. MLGPE Ltd., as general partner of ML Global
Private Equity Fund, L.P., ML Partners, as the special
limited partner of ML Global Private Equity Fund, L.P.,
Merrill Lynch GP, Inc., by virtue of its right to
consent to the voting of shares of portfolio
investments of ML Global Private Equity Fund, L.P., the
individuals who are members of the investment committee
of ML Partners, and each of Merrill Lynch Group, Inc.
and Merrill Lynch & Co., Inc., because they control
Merrill Lynch GP, Inc., may therefore be deemed to
beneficially own the shares that ML Global Private
Equity Fund, L.P. holds of record or may be deemed to
beneficially own. Each such entity or individual
expressly disclaims beneficial ownership of the shares
held by ML Global Private Equity Fund, L.P. The
amount reported as beneficially owned by ML Global
Private Equity Fund, L.P. includes 364,804
|
shares as to which ML Global Private Equity Fund, L.P. has the right to
acquire a beneficial ownership interest upon the exercise of
warrants.
|
(j)
|
GMI Investments, Inc. is a wholly-owned subsidiary
of Merrill Lynch Group, Inc. The amount reported
as beneficially owned by GMI Investments, Inc. includes
580,782 shares as to which GMI Investments Inc has the
right to acquire a beneficial ownership interest upon
the exercise of warrants.
|
| Item 5. |
Ownership
of Five Percent or Less of a Class.
|
Not applicable.
| Item 6. |
Ownership
of More than Five Percent on Behalf of Another
Person.
|
Not applicable.
| Item 7. |
Identification
and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding
Company.
|
Not applicable.
| Item 8. |
Identification
and Classification of Member of the
Group.
|
Not applicable.
| Item 9. |
Notice
of Dissolution of Group.
|
Not applicable.
| Item 10. |
Certification.
|
Not applicable.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true,
complete and correct.
MERRILL LYNCH & CO., INC.
By: /s/ Frank J. Marinaro
Name: Frank J. Marinaro
Title: Authorized Signatory
Date: February 14, 2008
MERRILL LYNCH GROUP, INC.
By: /s/ Frank J. Marinaro
Name: Frank J. Marinaro
Title: Authorized Signatory
Date: February 14, 2008
MERRILL LYNCH VENTURES, L.L.C.
By: /s/ Frank J. Marinaro
Name: Frank J. Marinaro
Title: Vice President and Assistant Secretary
Date: February 14, 2008
MERRILL LYNCH VENTURES L.P. 2001
By: Merrill Lynch Ventures, L.L.C., its general partner
By: /s/ Frank J. Marinaro
Name: Frank J. Marinaro
Title: Vice President and Assistant Secretary
Date: February 14, 2008
MERRILL LYNCH GP, INC.
By: /s/ Frank J. Marinaro
Name: Frank J. Marinaro
Title: Vice President and Secretary
Date: February 14, 2008
[Signature Page to 13-G]
ML GLOBAL PRIVATE EQUITY PARTNERS, L.P.
By: Merrill Lynch GP, Inc., its general partner
By: /s/ Frank J. Marinaro
Name: Frank J. Marinaro
Title: Vice President and Secretary
Date: February 14, 2008
MLGPE LTD.
By: /s/ Frank J. Marinaro
Name: Frank J. Marinaro
Title: Vice President and Secretary
Date: February 14, 2008
ML GLOBAL PRIVATE EQUITY FUND, L.P.
By: MLGPE Ltd., its general partner
By: /s/ Frank J. Marinaro
Name: Frank J. Marinaro
Title: Vice President and Secretary
Date: February 14, 2008
GMI INVESTMENTS, INC.
By: /s/ Douglas P. Madden
Name: Douglas P. Madden
Title: Authorized Signatory
Date: February 14, 2008
[Signature Page to 13-G]
EXHIBIT
1
JOINT FILING AGREEMENT
The undersigned hereby agree that the Statement on Schedule 13G
dated February 14, 2008
(“Statement”),
with respect to the Common Stock, par value $0.01 per share, of
Validus Holdings, Inc. is, and any further amendments thereto
executed by each of us shall be, filed on behalf of each of us pursuant
to and in accordance with the provisions of Rule 13d-1(k)(1) under the
Securities and Exchange Act of 1934, as amended, and that this
Agreement shall be included as an Exhibit to the Schedule 13G and each
such amendment. Each of the undersigned agrees to be responsible for
the timely filing of the Schedule 13G and any amendments
thereto, and for the completeness and accuracy of the information
concerning itself contained therein. This Agreement may be executed in
any number of counterparts, all of which taken together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the 14th day of February, 2008.
MERRILL LYNCH & CO., INC.
By: /s/ Frank J. Marinaro
Name: Frank J. Marinaro
Title: Authorized Signatory
Date: February 14, 2008
MERRILL LYNCH GROUP, INC.
By: /s/ Frank J. Marinaro
Name: Frank J. Marinaro
Title: Authorized Signatory
Date: February 14, 2008
MERRILL LYNCH VENTURES, L.L.C.
By: /s/ Frank J. Marinaro
Name: Frank J. Marinaro
Title: Vice President and Assistant Secretary
Date: February 14, 2008
[Joint Filing Agreement]
MERRILL LYNCH VENTURES L.P. 2001
By: Merrill Lynch Ventures, L.L.C., its general partner
By: /s/ Frank J. Marinaro
Name: Frank J. Marinaro
Title: Vice President and Assistant Secretary
Date: February 14, 2008
MERRILL LYNCH GP, INC.
By: /s/ Frank J. Marinaro
Name: Frank J. Marinaro
Title: Vice President and Secretary
Date: February 14, 2008
ML GLOBAL PRIVATE EQUITY PARTNERS, L.P.
By: Merrill Lynch GP, Inc., its general partner
By: /s/ Frank J. Marinaro
Name: Frank J. Marinaro
Title: Vice President and Secretary
Date: February 14, 2008
MLGPE LTD.
By: /s/ Frank J. Marinaro
Name: Frank J. Marinaro
Title: Vice President and Secretary
Date: February 14, 2008
ML GLOBAL PRIVATE EQUITY FUND, L.P.
By: MLGPE Ltd., its general partner
By: /s/ Frank J. Marinaro
Name: Frank J. Marinaro
Title: Vice President and Secretary
Date: February 14, 2008
[Joint Filing Agreement]
GMI INVESTMENTS, INC.
By: /s/ Douglas P. Madden
Name: Douglas P. Madden
Title: Authorized Signatory
Date: February 14, 2008
[Joint
Filing Agreement]