Sec Form 4 Filing - Levy Sander M. @ VALIDUS HOLDINGS LTD - 2011-12-22

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

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1. Name and Address of Reporting Person Levy Sander M. 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) C/O VESTAR CAPITAL PARTNERS, 245 PARK AVENUE, 41ST FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 12/22/2011 (Street) NEW YORK, NY10167 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

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 Warrants to purchase common stock ( 1 ) ( 2 ) $ 17.5 12/22/2011 S 954,442.45 12/12/2005 12/12/2015 Common Shares 954,442.45 $ 13 0 I See Footnotes ( 1 ) ( 2 ) Warrants to purchase common stock ( 2 ) ( 3 ) $ 17.5 12/22/2011 S 10,236.28 12/12/2005 12/12/2015 Common Shares 10,236.28 $ 13 0 I See Footnotes ( 2 ) ( 3 ) Warrants to purchase common stock ( 2 ) ( 4 ) $ 17.5 12/22/2011 S 8,130.95 12/12/2005 12/12/2015 Common Shares 8,130.95 $ 13 0 I See Footnotes ( 2 ) ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Levy Sander M. C/O VESTAR CAPITAL PARTNERS 245 PARK AVENUE, 41ST FLOOR NEW YORK, NY10167 X Signatures /s/ Sander M. Levy 12/23/2011 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These securities were held by Vestar AIV Holdings A L.P. ( 2 )Each of Vestar AIV Employees Validus Ltd., Vestar AIV Holdings B L.P., and Vestar AIV Holdings A L.P. is affiliated with, or managed by, Vestar Capital Partners. Mr. Levy is a managing director of Vestar Capital Partners and may be deemed to have a pecuniary interest in securities held by such Funds. ( 3 )These securities were held by Vestar AIV Employees Validus LTD. ( 4 )These securities were held by Vestar AIV Holdings B L.P.

Remarks: Pursuant to Rule 16a-1 (a)(2)(ii)(B) under the Securities Exchange Act of 1934, as amended (the "Act"), Mr. Levy may be deemed to be the beneficial owner of the securities reported herein but only to the extent he is deemed to have a 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. Levy is for purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities reported herein in excess of such pecuniary interest.

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).

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