Statement of Changes in Beneficial Ownership (4)
March 05 2013 - 4:11PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
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1. Name and Address of Reporting Person
*
HARTZBAND MERYL D
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2. Issuer Name
and
Ticker or Trading Symbol
ALTERRA CAPITAL HOLDINGS Ltd
[
ALTE
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
C/O ALTERRA CAPITAL HOLDINGS LIMITED, ALTERRA HOUSE, 2 FRONT STREET
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3. Date of Earliest Transaction
(MM/DD/YYYY)
3/5/2013
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(Street)
HAMILTON, BERMUDA, D0 HM 11
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Warrants (right to buy)
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$18.585
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3/5/2013
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A
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26870.7
(1)
(2)
(3)
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(4)
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12/15/2015
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Common Shares
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26870.7
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(1)
(2)
(3)
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5122707.11
(1)
(2)
(3)
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I
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By Trident III Professionals Fund, L.P. and Trident III, L.P.
(1)
(2)
(3)
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Explanation of Responses:
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(
1)
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Filing is made in respect 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. Ms. Hartzband is a member and senior principal of Stone Point Capital LLC, a shareholder and a director of Stone Point GP Ltd., which is the general partner of Trident III Professionals Fund, L.P., and a member of the investment committee and owner of one of the five general partners of Trident Capital III, L.P., which is the general partner of Trident III, L.P. Ms. Hartzband disclaims beneficial ownership of the common shares of Alterra held of record or beneficially by Trident III Professionals Fund, L.P. and Trident III, L.P., except as to the extent of any pecuniary interest therein.
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(
2)
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Pursuant to the anti-dilution provisions of warrants to purchase common shares of 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.
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(
3)
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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 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.
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(
4)
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All warrants are immediately exercisable.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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HARTZBAND MERYL D
C/O ALTERRA CAPITAL HOLDINGS LIMITED
ALTERRA HOUSE, 2 FRONT STREET
HAMILTON, BERMUDA, D0 HM 11
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X
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Signatures
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Bernard Asirifi, Attorney-in-Fact
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3/5/2013
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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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