Sec Form 4 Filing - Silverstein Mark @ ENDURANCE SPECIALTY HOLDINGS LTD - 2017-03-28

Insider filing report for Changes in Beneficial Ownership
"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>>
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
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: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Silverstein Mark
2. Issuer Name and Ticker or Trading Symbol
ENDURANCE SPECIALTY HOLDINGS LTD [ ENH]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Investment Officer, ESL
(Last) (First) (Middle)
C/O ENDURANCE SPECIALTY HOLDINGS LTD., WATERLOO HOUSE, 100 PITTS BAY ROAD
3. Date of Earliest Transaction (MM/DD/YY)
03/28/2017
(Street)
PEMBROKE, D0HM 08
4. If Amendment, Date Original Filed (MM/DD/YY)
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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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
Ordinary Shares, par value $1.00 per share 03/28/2017 D( 1 ) 83,539.1613 ( 2 ) D $ 93 0 D
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Silverstein Mark
C/O ENDURANCE SPECIALTY HOLDINGS LTD.
WATERLOO HOUSE, 100 PITTS BAY ROAD
PEMBROKE, D0HM 08
Chief Investment Officer, ESL
Signatures
/s/ Mark K. Silverstein 03/30/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Disposed of pursuant to the Agreement and Plan of Merger, dated October 5, 2016 (as amended by Amendment No. 1, dated as of December 1, 2016), by and among Sompo Holdings, Inc. ("Sompo"), Endurance Specialty Holdings Ltd. ("Endurance") and Volcano International Limited, an indirect, wholly-owned subsidiary of Sompo ("Volcano"), whereby Volcano merged with and into Endurance (the "Merger"), with Endurance surviving the Merger as an indirect, wholly-owned subsidiary of Sompo. At the effective time of the Merger, each issued and outstanding ordinary share of Endurance was automatically canceled and converted into the right to receive $93.00 in cash.
( 2 )Includes all shares held by the Reporting Person immediately prior to the Merger, including previously granted restricted shares, each of which, at the effective time of the Merger, vested in full and was converted into the right to receive $93.00 in cash.

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 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).

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.