Edgar Filing: VALIDUS HOLDINGS LTD

Ownership Submission

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

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

OMB APPROVAL

OMB Number:

3235-0287

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

NMI II (Cayman) GP, Ltd.

2. Issuer Name and Ticker or Trading Symbol
VALIDUS HOLDINGS LTD [VR]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
_____ Officer (give title below)	__X__ Other (specify below)
Former 10% Owner

(Last)

(First)

(Middle)

C/O VALIDUS RE, 48 PAR-LA-VILLE ROAD, SUITE 1790

3. Date of Earliest Transaction (Month/Day/Year)
12/23/2010

(Street)

HAMILTON, D0 HM11

4. If Amendment, Date Original Filed(Month/Day/Year)

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 (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares	12/23/2010		D⁽¹⁾		584,071	D	$ 30	6,346,697	I	See Notes ⁽²⁾ ⁽⁵⁾
Common Shares	12/23/2010		D⁽¹⁾		45,201	D	$ 30	6,346,697	I	See Notes ⁽³⁾ ⁽⁵⁾
Common Shares	12/23/2010		D⁽¹⁾		10,272	D	$ 30	6,346,697	I	See Notes ⁽⁴⁾ ⁽⁵⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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.		SEC 1474 (9-02)

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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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
(Month/Day/Year)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
NMI II (Cayman) GP, Ltd. C/O VALIDUS RE 48 PAR-LA-VILLE ROAD, SUITE 1790 HAMILTON, D0 HM11				Former 10% Owner
New Mountain Investments II (Cayman), L.P. C/O VALIDUS RE 48 PAR-LA-VILLE ROAD, SUITE 1790 HAMILTON, D0 HM11				Former 10% Owner
New Mountain Partners II (Cayman), L.P. C/O VALIDUS RE 48 PAR-LA-VILLE ROAD, SUITE 1790 HAMILTON, D0 HM11				Former 10% Owner
Allegheny New Mountain Partners (Cayman), L.P. C/O VALIDUS RE 48 PAR-LA-VILLE ROAD, SUITE 1790 HAMILTON, D0 HM11				Former 10% Owner
New Mountain Affiliated Investors II (Cayman), L.P. C/O VALIDUS RE 48 PAR-LA-VILLE ROAD, SUITE 1790 HAMILTON, D0 HM11				Former 10% Owner
KLINSKY STEVEN B C/O NEW MOUNTAIN CAPITAL, L.L.C. 787 SEVENTH AVENUE, 49TH FLOOR NEW YORK, NY 10019		X		Former 10% Owner
New Mountain Capital, L.L.C. 787 7TH AVENUE 49TH FLOOR NEW YORK, NY 10019		X		Former 10% Owner

Signatures

/s/ Steven Klinsky, Sole Shareholder of NMI II (Cayman) GP, Ltd.		02/24/2011
^**Signature of Reporting Person		Date
/s/ Steven Klinsky, Sole Shareholder of GP of New Mountain Investments II (Cayman), L.P.		02/24/2011
^**Signature of Reporting Person		Date
/s/ Steven Klinsky, Sole Shareholder of GP of GP of New Mountain Partners II (Cayman), L.P.		02/24/2011
^**Signature of Reporting Person		Date
/s/ Steven Klinsky, Sole Shareholder of GP of GP of New Mountain Affiliated Investors II (Cayman), L.P.		02/24/2011
^**Signature of Reporting Person		Date
/s/ Steven Klinsky, Sole Shareholder of GP of GP of Allegheny New Mountain Partners (Cayman), L.P.		02/24/2011
^**Signature of Reporting Person		Date
/s/ Steven Klinsky		02/24/2011
^**Signature of Reporting Person		Date
/s/ Steven Klinsky, CEO, New Mountain Capital, L.L.C.		02/24/2011
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The dispositions reported represent sales to Validus Holdings, Ltd. (the "Issuer") pursuant to a Repurchase Agreement that the Issuer, New Mountain Partners II (Cayman), L.P., Allegheny New Mountain Partners (Cayman), L.P. and New Mountain Affiliated Investors II (Cayman), L.P. entered into as of November 4, 2010.
(2)	The securities sold were directly owned by New Mountain Partners II (Cayman), L.P. Following the reported transaction, New Mountain Partners II (Cayman), L.P. directly owns 5,796,198 shares of common stock of the issuer.
(3)	The securities sold were directly owned by Allegheny New Mountain Partners (Cayman), L.P. Following the reported transaction, Allegheny New Mountain Partners (Cayman), L.P. directly owns 448,566 shares of common stock of the issuer.
(4)	The securities sold were directly owned by New Mountain Affiliated Investors II (Cayman), L.P. Following the reported transaction, New Mountain Affiliated Investors II (Cayman), L.P. directly owns 101,933 shares of common stock of the issuer.
(5)	NMI II (Cayman) GP, Ltd. is the general partner of New Mountain Investments II (Cayman), L.P., which is the general partner of each of New Mountain Partners II (Cayman), L.P., Allegheny New Mountain Partners (Cayman), L.P. and New Mountain Affiliated Investors II (Cayman), L.P. (collectively, the "New Mountain Funds"). Steven B. Klinsky is the sole director of NMI II (Cayman) GP, Ltd. and the chief executive officer of New Mountain Capital, L.L.C. New Mountain Capital, L.L.C. is the manager of each of the New Mountain Funds. Each of the reporting persons disclaims beneficial ownership of these securities, except to the extent of its pecuniary interest therein.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.