Sec Form 4 Filing - ENDURANCE SPECIALTY HOLDINGS LTD @ Blue Capital Reinsurance Holdings Ltd. - 2017-09-27

Insider filing report for Changes in Beneficial Ownership
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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
ENDURANCE SPECIALTY HOLDINGS LTD
2. Issuer Name and Ticker or Trading Symbol
Blue Capital Reinsurance Holdings Ltd. [ BCRH]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
WATERLOO HOUSE, 100 PITTS BAY ROAD
3. Date of Earliest Transaction (MM/DD/YY)
09/27/2017
(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
Common Shares 09/27/2017 J( 1 ) 412,458 D 0 D
Common Shares 09/27/2017 J( 1 ) 2,500,000 D 0 I See Footnote ( 2 )
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
Restricted Share Units ( 3 ) 09/27/2017 J 4,028 ( 4 ) ( 4 ) Common Shares 4,028 ( 1 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ENDURANCE SPECIALTY HOLDINGS LTD
WATERLOO HOUSE, 100 PITTS BAY ROAD
PEMBROKE, D0HM 08
X
Signatures
ENDURANCE SPECIALTY HOLDINGS LTD., By: /s/ John V. Del Col 09/29/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant to the Stock and Asset Purchase and Sale Agreement by and between Sompo International Holdings Ltd. ("SIH") and the Reporting Person, dated September 27, 2017, whereby SIH purchased substantially all the assets and liabilities of the Reporting Person, the ownership of the securities was transferred to SIH (the "Transaction").
( 2 )Owned by Endurance Specialty Insurance Ltd., formerly a wholly-owned subsidiary of the Reporting Person and now a wholly-owned subsidiary of SIH.
( 3 )Each restricted share unit represents a contingent right to receive one Issuer common share.
( 4 )In accordance with agreements between the Reporting Person and John V. Del Col and Michael J. McGuire, respectively, all remuneration, including cash fees, restricted share units,any other equity-based awards and other compensation, to which they were entitled for their service as Directors of the Issuer was assigned or paid directly to the Reporting Person. The restricted share units were transferred to SIH in the Transaction. Mr. Del Col and Mr. McGuire disclaim beneficial ownership of all such restricted share units. These awards will vest in three equal tranches on June 15, 2018, 2019 and 2020, subject to Messrs.Del Col and McGuire remaining actively engaged as directors of the Issuer in good standing on such dates.

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