SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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: 3235-0104 Estimated average burden hours per response: 0.5

1. Name and Address of Reporting Person* Marsh Nicholas C (Last) (First) (Middle) C/O ENDURANCE SPECIALTY HOLDINGS LTD. WATERLOO HOUSE, 100 PITTS BAY ROAD (Street) PEMBROKE D0 HM 08 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 07/31/2015	3. Issuer Name and Ticker or Trading Symbol ENDURANCE SPECIALTY HOLDINGS LTD [ ENH ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Ordinary Shares, par value $1.00 per share	2,171(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Share Units	(2)	(3)	Ordinary Shares(2)	944(1)	$0.00	D

Explanation of Responses:

1. Pursuant to that certain Agreement and Plan of Merger, dated as of March 31, 2015, by and among Montpelier Re Holdings Ltd. ("Montpelier"), Endurance and Millhill Holdings Ltd., a direct, wholly-owned subsidiary of Endurance ("Merger Sub"), Montpelier merged with and into Merger Sub, with Merger Sub surviving such merger as a direct, wholly-owned subsidiary of Endurance (the "Merger"). The total Endurance ordinary shares beneficially owned by the Reporting owner was derived from the total number of Montpelier common shares beneficially owned by such Reporting owner immediately prior to the effective time of the Merger multiplied by 0.472 (the exchange ratio).

2. Represents the number of Endurance ordinary shares issuable upon vesting of the remaining tranche of unvested Restricted Share Units originally awarded on June 15, 2014 by Montpelier after each such Restricted Share Unit was converted into the right to receive 0.472 Endurance ordinary shares upon closing of the Merger. This award will vest and pay out on June 15, 2016, subject to Mr. Marsh remaining actively engaged as a Director in good standing on such date.

3. This award will vest and pay out on June 15, 2016, subject to Mr. Marsh remaining actively engaged as a Director in good standing on such date.

Remarks:

	/s/ Nicholas C. Marsh	08/04/2015
	** 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 5 (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.