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 OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Trident III, L.P. 		2. Issuer Name and Ticker or Trading Symbol

ALTERRA CAPITAL HOLDINGS Ltd [ ALTE ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

C/O CITCO TRUSTEES (CAYMAN) LIMITED,, 89 NEXUS WAY 		3. Date of Earliest Transaction (MM/DD/YYYY)

3/5/2013
(Street)

CAMANA BAY, GRAND CAYMAN, E9 KY1-1205
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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 (right to buy)   $18.585   3/5/2013     A      26234.39   (1) (2)        (3) 12/15/2015   Common Shares   26234.39     (1) (2) 5001399.82   (1) (2) D   (4)  
Warrants (right to buy)   $18.585   3/5/2013     A      636.31   (1) (2)        (3) 12/15/2015   Common Shares   636.31     (1) (2) 121307.29   (1) (2) D   (5)  

Explanation of Responses:
( 1)  Pursuant to the anti-dilution provisions of warrants to purchase common shares of Alterra Capital Holdings Limited ("Alterra") held by Trident III Professionals Fund, L.P. and Trident III, L.P., following the declaration of a dividend by Alterra, (i) each of Trident III Professionals Fund, L.P. and Trident III, L.P. is entitled to elect to receive a payment in cash in respect of such dividend for each common share of Alterra purchased pursuant to the warrants (such payment to be made at the time of exercise of the warrants), or (ii) if Trident III Professionals Fund, L.P. and Trident III, L.P. make no election, each of Trident III Professionals Fund, L.P. and Trident III, L.P. will receive an adjustment to the exercise price of the warrants held by them (and a resulting change to the number of common shares of Alterra for which its warrants are exercisable) following the record date for such dividend.
( 2)  On March 5, 2013, the exercise price of the warrants held by Trident III Professionals Fund, L.P. and Trident III, L.P. adjusted (and a resulting adjustment was made to the number of common shares of Alterra for which its warrants are exercisable) in respect of the $0.16 per share dividend declared by Alterra to holders of record of common shares of Alterra as of February 19, 2013. Pursuant to this adjustment, the exercise price of the warrants held by each of Trident III Professionals Fund, L.P. and Trident III, L.P. was reduced from $18.683 to $18.585 and (a) Trident III Professionals Fund, L.P. became entitled to exercise its warrants for an additional 636.31 common shares of Alterra and (b) Trident III, L.P. became entitled to exercise its warrants for an additional 26,234.39 common shares of Alterra.
( 3)  All warrants are immediately exercisable.
( 4)  These warrants are owned of record by Trident III, L.P.
( 5)  These warrants are owned of record by Trident III Professionals Fund, L.P.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Trident III, L.P.
C/O CITCO TRUSTEES (CAYMAN) LIMITED,
89 NEXUS WAY
CAMANA BAY, GRAND CAYMAN, E9 KY1-1205 		X X

Trident III Professionals Fund L P
C/O CITCO TRUSTEES (CAYMAN) LIMITED
89 NEXUS WAY
CAMANA BAY, GRAND CAYMAN, E9 KY1-1205 		X X

Trident Capital III, L.P.
C/O CITCO TRUSTEES (CAYMAN) LIMITED
89 NEXUS WAY
CAMANA BAY, GRAND CAYMAN, E9 KY1-1205 		X X

Stone Point GP Ltd.
C/O CITCO TRUSTEES (CAYMAN) LIMITED
89 NEXUS WAY
CAMANA BAY, GRAND CAYMAN, E9 KY1-1205 		X X

STONE POINT CAPITAL LLC
20 HORSENECK LANE
GREENWICH, CT 06830 		X X


Signatures
By: Stone Point Capital LLC, as Manager, /s/ David Wermuth, Senior Principal 3/5/2013
** Signature of Reporting Person Date

By: Stone Point Capital LLC, as manager; /s/ David Wermuth, Senior Principal 3/5/2013
** Signature of Reporting Person Date

By: DW Trident GP, LLC, a general partner; /s/ David Wermuth, Sole Member 3/5/2013
** Signature of Reporting Person Date

/s/ David Wermuth, Director 3/5/2013
** Signature of Reporting Person Date

/s/ David Wermuth, Senior Principal 3/5/2013
** Signature of Reporting Person Date


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 control number.
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