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

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^*

Burke Paul Robert

(Last)

(First)

(Middle)

25 RACE AVENUE

(Street)

LANCASTER

17603

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Eastern Insurance Holdings, Inc. [ EIHI ]

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)
11/19/2008

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								8,522⁽¹⁾	D
Common Stock	11/19/2008		P		5,600⁽²⁾	A	$7.25	523,305⁽³⁾	I	Northaven group
Common Stock	11/19/2008		P		136⁽²⁾	A	$7.34	523,305⁽³⁾	I	Northaven group
Common Stock	11/19/2008		P		26⁽²⁾	A	$7.35	523,305⁽³⁾	I	Northaven group
Common Stock	11/19/2008		P		100⁽²⁾	A	$7.45	523,305⁽³⁾	I	Northaven group
Common Stock	11/19/2008		P		1,000⁽²⁾	A	$7.47	523,305⁽³⁾	I	Northaven group
Common Stock	11/19/2008		P		1,238⁽²⁾	A	$7.5	523,305⁽³⁾	I	Northaven group
Common Stock								20,693⁽⁴⁾	I	Held by Northaven Partners II, L.P.
Common Stock								266,939⁽⁴⁾	I	Held by Northaven Partners, L.P.
Common Stock								37,817⁽⁴⁾	I	Held by Northaven Partners III, L.P.
Common Stock								197,856⁽⁴⁾	I	Held by Northaven Offshore, Ltd.

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)

Explanation of Responses:

1. Represents shares of restricted stock awarded to Mr. Burke on January 3, 2007, 20% of which vests every January 2, starting January 2, 2008.

2. Each of the four Northaven entities participated in each of these trades; this share total is the combined total of all shares purchased by the four entities at the listed share price.

3. Represents the total number of shares owned by the four Northaven entities combined after giving effect to the reported transactions. A breakdown of the shares owned by each entitiy is set forth at the bottom of Table I.

4. Represents the total number of shares held by each respective Northaven entity after giving effect to the reported transactions. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of these securities for the purposes of section 16 or for any other purpose.

	/s/ Kevin M. Shook, under Power of Attorney for Paul R. Burke	11/21/2008
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.