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
X	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* Rice Michael D (Last) (First) (Middle) C/O SEABRIGHT HOLDINGS, INC. 1501 FOURTH AVENUE, SUITE 2600 (Street) SEATTLE WA 98101 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol SeaBright Holdings, Inc. [ SBX ]	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) 02/07/2013
	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	02/07/2013		D(1)		64,207(2)	D	$11.11	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	$15.29	02/07/2013		D(3)			3,611	(4)	05/20/2018	Common Stock	3,611	(5)	0	D
Stock Option (right to buy)	$8.92	02/07/2013		D(3)			11,528	(6)	05/19/2019	Common Stock	11,528	(7)	0	D
Stock Option (right to buy)	$10.91	02/07/2013		D(3)			5,764	(8)	05/18/2020	Common Stock	5,764	(7)	0	D
Stock Option (right to buy)	$9.67	02/07/2013		D(3)			6,061	(9)	05/17/2021	Common Stock	6,061	(7)	0	D
Stock Option (right to buy)	$8.52	02/07/2013		D(3)			6,873	(10)	05/15/2022	Common Stock	6,873	(7)	0	D

Explanation of Responses:

1. Disposed of pursuant to the Agreement and Plan of Merger, dated as of August 27, 2012 (the "Merger Agreement"), among the issuer, Enstar Group Limited and AML Acquisition, Corp., pursuant to which AML Acquisition, Corp. merged with and into the issuer (the "Merger"), with the issuer surviving the Merger as a wholly-owned subsidiary of Enstar, effective February 7, 2013.

2. This amount includes 18,748 shares of time vesting restricted stock that were granted under the issuer's Amended and Restated 2005 Long-Term Equity Incentive Plan. Pursuant to the Merger Agreement, all restrictions applicable to restricted stock expired immediately prior to the effective time of the Merger and the reporting person became entitled to receive the $11.11 per share merger consideration with respect to each such share.

3. Disposed of pursuant to the Merger Agreement.

4. One quarter of this option vested on May 20, 2009 and the remaining three quarters vested ratably over the 36 months following May 20, 2009.

5. All options with an exercise price above the $11.11 per share merger consideration were cancelled in the Merger and no payment was made thereon.

6. One quarter of this option vested on May 19, 2010 and the remaining three quarters vest ratably over the 36 months following May 19, 2010.

7. Pursuant to the Merger Agreement, options, to the extent unvested, became fully vested immediately prior to the effective time of the Merger, and the reporting person became entitled to receive the $11.11 per share merger consideration less the exercise price per share with respect to each share of common stock subject to the option.

8. One quarter of this option vested on May 18, 2011 and the remaining three quarters vest ratably over the 36 months following May 18, 2011.

9. One quarter of this option vested on May 17, 2012 and the remaining three quarters vest ratably over the 36 months following May 17, 2012.

10. One quarter of this option vests on May 15, 2013 and the remaining three quarters vest ratably over the 36 months folloing May 15, 2013.

	/s/ Phil Romney, under power of attorney	02/11/2013
	** Signature of Reporting Person	Date
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