Sec Form 4 Filing - ENDURANCE SPECIALTY HOLDINGS LTD @ Blue Capital Reinsurance Holdings Ltd. - 2017-06-15

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)
06/15/2017
(Street)
PEMBROKE, D0HM 08
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 06/15/2017 M 940 A $ 18.83 412,458 D
Common Shares 2,500,000 I See Footnote ( 1 )
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 $ 0 06/15/2017 J( 2 ) 2,616 ( 3 ) ( 3 ) Common Shares 2,616 $ 0 4,968 ( 4 ) D
Restricted Share Units $ 0 06/15/2017 M 940 ( 5 ) ( 5 ) Common Shares 940 $ 0 4,028 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
SOMPO HOLDINGS, INC.
26-1, NISHI-SHINJUKU 1-CHOME
SHINJUKU-KU
TOKYO, M0160-8338
X
Sompo Japan Nipponkoa Insurance Inc.
26-1, NISHI-SHINJUKU 1-CHOME
SHINJUKU-KU
TOKYO, M0160-8338
X
Signatures
ENDURANCE SPECIALTY HOLDINGS LTD., By: /s/ John V. Del Col 06/19/2017
Signature of Reporting Person Date
Sompo Holdings, Inc., By: /s/ Shigeru Ehara, Representative Director, Senior Managing Executive Officer 06/19/2017
Signature of Reporting Person Date
Sompo Japan Nipponkoa Insurance Inc., By: /s/ Shigeru Ehara, Director, Senior Managing Executive Officer 06/19/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Owned by Endurance Specialty Insurance Ltd., a wholly-owned subsidiary of Endurance Specialty Holdings Ltd.
( 2 )In accordance with agreements between Endurance Specialty Holdings Ltd. ("ESHL") and Mr. Del Col and Mr. McGuire, respectively, all remuneration, including cash fees, restricted share units, any other equity-based awards and other compensation, to which they are or will become entitled for their service as Directors of the Issuer will be assigned or paid directly to ESHL. Mr. Del Col and Mr. McGuire disclaim beneficial ownership of all such restricted share units. ESHL is an indirect, wholly-owned subsidiary of Sompo Holdings, Inc. and a direct, wholly-owned subsidiary of Sompo Japan Nipponkoa Insurance, Inc.
( 3 )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.
( 4 )The number of restricted share units beneficially owned has been adjusted to reflect the disposal of 2,352 restricted share units due to a previous unreportable transaction.
( 5 )Mandatory conversion of previously granted restricted share units.

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