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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* EISENSON MICHAEL R (Last) (First) (Middle) C/O CHARLESBANK CAPITAL PARTNERS LLC 200 CLARENDON STREET, 54TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol MONTPELIER RE HOLDINGS LTD [ MRH ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 06/15/2013
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock (Restricted Share Units)(1)	06/15/2013		A		2,000	A	$0	0(2)(3)	D(2)(3)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents an award of restricted share units made on June 15, 2013 to Michael Eisenson. This award will vest on June 15, 2014 and become payable only in shares of common stock subject to the director remaining actively engaged as a director of the company in good standing on such date. Prior to vesting, such units do not entitle the holder to any common stock voting rights.

2. The common shares to be paid out pursuant to restricted share units will be issued to investment funds affiliated with Charlesbank Capital Partners, LLC ("Charlesbank") pursuant to a contractual obligation to assign any fees received for service as a director. Mr. Eisenson is a Managing Director and Chief Executive Officer of Charlesbank and may be considered to have beneficial ownership of the common shares of the Issuer managed by Charlesbank and held by each of Charlesbank Equity Fund VII, Limited Partnership, CB Parallel Fund VII, Limited Partnership, CB Offshore Equity Fund VII, L.P., Charlesbank Equity Coinvestment Fund VII, Limited Partnership, and Charlesbank Coinvestment Partners, Limited Partnership (collectively, the "Funds"). Investment and voting control of the Funds is held by Charlesbank. (Continued in Footnote 3)

3. (Continued from Footnote 2) As of the date hereof, the Funds collectively own 5,754,000 shares of common stock, which includes 4,000 shares of common stock issued pursuant to restricted share units that have previously vested but does not include 6,000 shares of common stock underlying outstanding restricted share units previously granted to Mr. Eisenson that have not yet vested, which are also issuable to Charlesbank pursuant to a contractual obligation to assign any fees for service as a director. Mr. Eisenson disclaims beneficial ownership of all such shares, except to the extent of his pecuniary interest, if any, in such shares by virtue of his membership interest in Charlesbank, and, as applicable, his direct or indirect limited partnership interests in the Funds.

	/s/ Tami E. Nason, attorney-in-fact	06/18/2013
	** 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).
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