SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Nesbit Robert

(Last)

(First)

(Middle)

555 PLEASANTVILLE ROAD

SUITE 160 SOUTH

(Street)

BRIARCLIFF MANOR

10510

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
USI HOLDINGS CORP [ USIH ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Sr. VP, Chief HR Officer

3. Date of Earliest Transaction (Month/Day/Year)
05/04/2007

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

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

X	Form filed by One Reporting Person
	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. 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 Stock	05/04/2007		D⁽¹⁾		12,855⁽²⁾	D	$17	0	D

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 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$14.46	05/04/2007		D			20,000	⁽³⁾	04/05/2014	Common Stock	20,000	⁽³⁾	0	D
Stock Option (right to buy)	$11.54	05/04/2007		D			9,692	⁽⁴⁾	04/06/2015	Common Stock	9,692	⁽⁴⁾	0	D
Stock Option (right to buy)	$14.34	05/04/2007		D			12,112	⁽⁵⁾	02/28/2016	Common Stock	12,112	⁽⁵⁾	0	D
Stock Option (right to buy)	$13.93	05/04/2007		D			6,423	⁽⁶⁾	05/23/2016	Common Stock	6,423	⁽⁶⁾	0	D

Explanation of Responses:

1. Disposed of pursuant to the Merger Agreement, dated as of January 15, 2007, by and among USI Holdings Corporation, Compass Acquisition Holdings Corp. and Compass Merger Sub Inc. in exchange for $17.00 for each share of USI Holdings Corporation common stock held by the reporting person.

2. Includes reporting person's restricted shares which were accelerated and converted into the right to receive $17 per share in cash under the terms of the Agreement and Plan of Merger, dated as of January 15, 2007, by and among USI Holdings Corporation, Compass Acquisition Holdings Corp. and Compass Merger Sub Inc.

3. These options, which became fully vested on December 16, 2005, were assumed by Compass Investors Inc. ("Compass"), the sole shareholder of Compass Acquisition Holdings Corp., and replaced with an option to purchase that number of whole shares of common stock of Compass equal to the product (rounded down to the nearest whole number of shares of Compass common stock) of (x) the number of shares of USI common stock that were issuable upon exercise of such option immediately prior to the rollover, and (y) the quotient obtained by dividing (i) $17.00 by (ii) the fair market value of a share of Compass common stock immediately following the effective time of the merger.

4. These options, which vested 25% per year beginning on April 6, 2006, were accelerated pursuant to the Merger Agreement and were assumed by Compass Investors Inc. ("Compass"), the sole shareholder of Compass Acquisition Holdings Corp., and replaced with an option to purchase that number of whole shares of common stock of Compass equal to the product (rounded down to the nearest whole number of shares of Compass common stock) of (x) the number of shares of USI common stock that were issuable upon exercise of such option immediately prior to the rollover, and (y) the quotient obtained by dividing (i) $17.00 by (ii) the fair market value of a share of Compass common stock immediately following the effective time of the merger.

5. These options, which vested 25% per year beginning on February 28, 2007, were accelerated pursuant to the Merger Agreement and were assumed by Compass Investors Inc. ("Compass"), the sole shareholder of Compass Acquisition Holdings Corp., and replaced with an option to purchase that number of whole shares of common stock of Compass equal to the product (rounded down to the nearest whole number of shares of Compass common stock) of (x) the number of shares of USI common stock that were issuable upon exercise of such option immediately prior to the rollover, and (y) the quotient obtained by dividing (i) $17.00 by (ii) the fair market value of a share of Compass common stock immediately following the effective time of the merger.

6. These options, which vested 25% per year beginning on May 23, 2007, were accelerated pursuant to the Merger Agreement and were assumed by Compass Investors Inc. ("Compass"), the sole shareholder of Compass Acquisition Holdings Corp., and replaced with an option to purchase that number of whole shares of common stock of Compass equal to the product (rounded down to the nearest whole number of shares of Compass common stock) of (x) the number of shares of USI common stock that were issuable upon exercise of such option immediately prior to the rollover, and (y) the quotient obtained by dividing (i) $17.00 by (ii) the fair market value of a share of Compass common stock immediately following the effective time of the merger.

	/s/ Robert Nesbit	05/08/2007
	** Signature of Reporting Person	Date
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