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^*

WACEK MICHAEL G

(Last)

(First)

(Middle)

ODYSSEY RE HOLDINGS CORP.

300 FIRST STAMFORD PLACE

(Street)

STAMFORD

06902

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ODYSSEY RE HOLDINGS CORP [ ORH ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP

3. Date of Earliest Transaction (Month/Day/Year)
05/20/2009

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, par value $0.01 per share ("Shares")	05/20/2009		J⁽¹⁾⁽²⁾		46,053	D	⁽¹⁾⁽²⁾	124,133⁽³⁾	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)
Prepaid Variable Forward Transaction	⁽¹⁾⁽²⁾	05/20/2009		J⁽¹⁾⁽²⁾			46,053⁽¹⁾⁽²⁾	05/20/2009	05/20/2009	Common Stock, par value $0.01 per share	46,053	⁽¹⁾⁽²⁾	0	D

Explanation of Responses:

1. On May 20, 2009 (the "Settlement Date"), Mr. Wacek settled a prepaid variable forward transaction (the "Transaction") with an unrelated third party (the "Buyer") that was entered into on May 14, 2007 relating to 46,053 Shares. The Transaction specified a forward floor price of $42.0995 per Share and a forward cap price of $50.5194 per Share. The Transaction specified that on the Settlement Date, Mr. Wacek would deliver to the Buyer a number of Shares based on a formula (such that a maximum of 46,053 Shares would be delivered). The Transaction specified that Mr. Wacek would participate in the potential per Share price gain represented by the difference between the closing price per Share on May 15, 2009, and the average price per Share at which the Buyer executes one or more hedging transactions in connection with the Transaction, up to a maximum gain of 20%.

2. In lieu of delivering Shares, Mr. Wacek was eligible to elect to settle the Transaction on the Settlement Date for cash. On the Settlement Date, Mr. Wacek transferred to the Buyer 46,053 Shares. Upon entering into the Transaction, Mr. Wacek received prepayment from the Buyer in the amount of $1,685,406.03 and pledged 46,053 Shares to secure his obligations under the Transaction.

3. Includes shares acquired under the Company's employee stock purchase plan.

Remarks:

	Michael G. Wacek by Melissa A. Victor, Attorney-in-fact	05/21/2009
	** 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).
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