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^*

WEALE JOHN R

(Last)

(First)

(Middle)

C/O IPC HOLDINGS, LTD.

29 RICHMOND ROAD

(Street)

PEMBROKE

HM 08

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
IPC HOLDINGS LTD [ IPCR ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Interim President & CEO, & CFO

3. Date of Earliest Transaction (Month/Day/Year)
09/04/2009

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 Shares	09/04/2009		A		3,778⁽¹⁾	A	$0	111,426	D
Common Shares	09/04/2009		A		3,966⁽²⁾	A	$0	115,392	D
Common Shares	09/04/2009		D		57,649⁽³⁾	D	⁽⁴⁾	0	D
Common Shares	09/04/2009		D		7,744⁽⁵⁾	D	⁽⁶⁾	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)
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)
Restricted Share Units	⁽⁷⁾	09/04/2009		D			1,078	⁽⁸⁾	⁽⁸⁾	Common Shares	1,078	⁽¹⁸⁾	0	D
Restricted Share Units	⁽⁷⁾	09/04/2009		D			7,936	⁽⁹⁾	⁽⁹⁾	Common Shares	7,936	⁽¹⁹⁾	0	D
Restricted Share Units	⁽⁷⁾	09/04/2009		D			7,265	⁽¹⁰⁾	⁽¹⁰⁾	Common Shares	7,265	⁽²⁰⁾	0	D
Restricted Share Units	⁽⁷⁾	09/04/2009		D			7,628	⁽¹¹⁾	⁽¹¹⁾	Common Shares	7,628	⁽²¹⁾	0	D
Restricted Share Units	⁽⁷⁾	09/04/2009		D			12,934	⁽¹²⁾	⁽¹²⁾	Common Shares	12,934	⁽²²⁾	0	D
Employee Stock Option (right to buy)	$27.85	09/04/2009		D			20,000	⁽¹³⁾	01/02/2012	Common Shares	20,000	⁽²³⁾	0	D
Employee Stock Option (right to buy)	$31.54	09/04/2009		D			15,000	⁽¹⁴⁾	01/02/2013	Common Shares	15,000	⁽²⁴⁾	0	D
Employee Stock Option (right to buy)	$38.9	09/04/2009		D			25,000	⁽¹⁵⁾	01/02/2014	Common Shares	25,000	⁽²⁵⁾	0	D
Employee Stock Option (right to buy)	$43.03	09/04/2009		D			25,000	⁽¹⁶⁾	01/03/2015	Common Shares	25,000	⁽²⁶⁾	0	D
Employee Stock Option (right to buy)	$28	09/04/2009		D			25,000	⁽¹⁷⁾	03/17/2016	Common Shares	25,000	⁽²⁷⁾	0	D

Explanation of Responses:

1. This number represents rights to acquire IPC Holdings, Ltd. ("IPC") common shares ("IPC Shares") in 2009 pursuant to the IPC Compensation Committee's determination regarding IPC's performance in 2009 with respect to performance share units ("PSUs") Mr. Weale was granted in 2008 for performance in 2007.

2. This number represents rights to acquire IPC Shares in 2010 pursuant to the IPC Compensation Committee's determination regarding IPC's performance in 2009 with respect to PSUs Mr. Weale was granted in 2008 for performance in 2008.

3. Includes 2,637 transfer restricted IPC Shares.

4. These shares were converted into $432,372.10 in cash and 56,075 common shares ("Validus Shares") of Validus Holdings, Ltd. ("Validus"). 2,565 of these Validus Shares are transfer restricted Validus Shares. On September 4, 2009, IPC and Validus Ltd. consummated the amalgamation described in the IPC Proxy Statement on Schedule 14A, filed with the SEC on August 7, 2009. We refer to the consummation of the amalgamation as the "Closing". Each transfer restricted Validus Share is subject to the same terms and conditions are were in effect with respect to the transfer restricted IPC Share prior to the Closing.

5. This number represents rights to acquire 3,778 IPC Shares in 2009 and 3,966 IPC Shares in 2010 from PSUs Mr. Weale was granted in 2008 for performance in 2007 and 2008.

6. These shares were converted into the right to receive $7.50 in cash per IPC PSU and 7,533 Validus Shares. If there is no termination of employment within 12 months following the IPC change in control, then Mr. Weale receives the $7.50 in cash per share and 7,533 Validus PSUs, which PSUs will be subject to the same terms and conditions as the IPC PSUs prior to the Closing. If there is a termination of employment within 12 months following the IPC change in control, then Mr. Weale receives the $7.50 in cash per share and 7,533 Validus Shares. The market price of a Validus Share as of September 3 was $24.76.

7. Prior to the Closing, each restricted share unit ("RSU") represented a right to receive one IPC Share upon the vesting of such RSU.

8. The original terms of the RSUs provided that they vested on March 17, 2010, subject to earlier vesting upon a change in control of IPC pursuant to the terms of the 2003 Stock Incentive Plan. The RSUs vested automatically at the Closing as a result of the change in control of IPC.

9. The original terms of the RSUs provided that half of the awards vested on February 23, 2010 and the other half vested on February 23, 2011, subject to earlier vesting upon a change in control of IPC pursuant to the terms of the 2003 Stock Incentive Plan. The RSUs vested automatically at the Closing as a result of the change in control of IPC.

10. Subject to certain terms and conditions, one third of the RSUs will vest on February 20 of each of the following years: 2010, 2011 and 2012. The RSUs vest automatically upon a termination within 12 months following a change in control of IPC.

11. Subject to certain terms and conditions, one third of the RSUs will vest on February 20 of each of the following years: 2010, 2011 and 2012. The RSUs vest automatically upon a termination within 12 months following a change in control of IPC.

12. Subject to certain terms and conditions, one quarter of these RSUs vest on February 20 of each of the following years: 2010, 2011, 2012 and 2013. The RSUs vest automatically upon a termination within 12 months following a change in control of IPC.

13. One quarter of these options vested and became exercisable on January 2 of each of the following years: 2003, 2004, 2005 and 2006.

14. One quarter of these options vested and became exercisable on January 2 of each of the following years: 2004, 2005, 2006 and 2007.

15. One quarter of these options vested and became exercisable on January 2 of each of the following years: 2005, 2006, 2007 and 2008.

16. One quarter of these options vested and became exercisable on January 3 of each of the following years: 2006, 2007, 2008 and 2009.

17. One quarter of these options vested and became exercisable on March 17 of each of the following years: 2007, 2008, and 2009. The remaining options vested automatically at the Closing as a result of the change in control of IPC.

18. These RSUs were converted into the right to receive $8,099.41 in cash and 1,048 Validus Shares.

19. These RSUs were converted into the right to receive $59,528.77 in cash and 7,719 Validus Shares.

20. These RSUs were converted into the right to receive $54,504.31 in cash upon vesting of the Validus RSUs and 7,066 Validus RSUs. Each Validus RSU is subject to the same terms and conditions as were in effect with respect to the IPC RSU prior to the Closing.

21. These RSUs were converted into the right to receive $57,229.09 in cash upon vesting of the Validus RSUs and 7,419 Validus RSUs. Each Validus RSU is subject to the same terms and conditions as were in effect with respect to the IPC RSU prior to the Closing.

22. These RSUs were converted into the right to receive $97,027.78 in cash upon vesting of the Validus RSUs and 12,580 Validus RSUs. Each Validus RSU is subject to the same terms and conditions as were in effect with respect to the IPC RSU prior to the Closing.

23. These options were converted into the right to purchase 25,512 Validus Shares at an exercise price of $21.83 per share. Each Validus option is otherwise subject to the same terms and conditions as were in effect with respect to the IPC option prior to the Closing.

24. These options were converted into the right to purchase 19,134 Validus Shares at an exercise price of $24.73 per share. Each Validus option is otherwise subject to the same terms and conditions as were in effect with respect to the IPC option prior to the Closing.

25. These options were converted into the right to purchase 31,890 Validus Shares at an exercise price of $30.50 per share. Each Validus option is otherwise subject to the same terms and conditions as were in effect with respect to the IPC option prior to the Closing.

26. These options were converted into the right to purchase 31,890 Validus Shares at an exercise price of $33.73 per share. Each Validus option is otherwise subject to the same terms and conditions as were in effect with respect to the IPC option prior to the Closing.

27. These options were converted into the right to purchase 31,890 Validus Shares at an exercise price of $21.95 per share. Each Validus option is otherwise subject to the same terms and conditions as were in effect with respect to the IPC option prior to the Closing.

	/s/ Melanie J. Saunders, by Power of Attorney	09/09/2009
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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