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* NMI II (Cayman) GP, Ltd. (Last) (First) (Middle) C/O VALIDUS RE 48 PAR-LA-VILLE ROAD, SUITE 1790 (Street) HAMILTON D0 HM11 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol VALIDUS HOLDINGS LTD [ VR ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner Officer (give title below) X Other (specify below) Former 10% Owner
	3. Date of Earliest Transaction (Month/Day/Year) 12/23/2010
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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 Shares	12/23/2010		D(1)		584,071	D	$30	6,346,697	I	See Notes(2)(5)
Common Shares	12/23/2010		D(1)		45,201	D	$30	6,346,697	I	See Notes(3)(5)
Common Shares	12/23/2010		D(1)		10,272	D	$30	6,346,697	I	See Notes(4)(5)

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

1. Name and Address of Reporting Person* NMI II (Cayman) GP, Ltd. (Last) (First) (Middle) C/O VALIDUS RE 48 PAR-LA-VILLE ROAD, SUITE 1790 (Street) HAMILTON D0 HM11 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Former 10% Owner

1. Name and Address of Reporting Person* New Mountain Investments II (Cayman), L.P. (Last) (First) (Middle) C/O VALIDUS RE 48 PAR-LA-VILLE ROAD, SUITE 1790 (Street) HAMILTON D0 HM11 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Former 10% Owner

1. Name and Address of Reporting Person* New Mountain Partners II (Cayman), L.P. (Last) (First) (Middle) C/O VALIDUS RE 48 PAR-LA-VILLE ROAD, SUITE 1790 (Street) HAMILTON D0 HM11 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Former 10% Owner

1. Name and Address of Reporting Person* Allegheny New Mountain Partners (Cayman), L.P. (Last) (First) (Middle) C/O VALIDUS RE 48 PAR-LA-VILLE ROAD, SUITE 1790 (Street) HAMILTON D0 HM11 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Former 10% Owner

1. Name and Address of Reporting Person* New Mountain Affiliated Investors II (Cayman), L.P. (Last) (First) (Middle) C/O VALIDUS RE 48 PAR-LA-VILLE ROAD, SUITE 1790 (Street) HAMILTON D0 HM11 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Former 10% Owner

1. Name and Address of Reporting Person* KLINSKY STEVEN B (Last) (First) (Middle) C/O NEW MOUNTAIN CAPITAL, L.L.C. 787 SEVENTH AVENUE, 49TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) Former 10% Owner

1. Name and Address of Reporting Person* New Mountain Capital, L.L.C. (Last) (First) (Middle) 787 7TH AVENUE 49TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) Former 10% Owner

Explanation of Responses:

1. The dispositions reported represent sales to Validus Holdings, Ltd. (the "Issuer") pursuant to a Repurchase Agreement that the Issuer, New Mountain Partners II (Cayman), L.P., Allegheny New Mountain Partners (Cayman), L.P. and New Mountain Affiliated Investors II (Cayman), L.P. entered into as of November 4, 2010.

2. The securities sold were directly owned by New Mountain Partners II (Cayman), L.P. Following the reported transaction, New Mountain Partners II (Cayman), L.P. directly owns 5,796,198 shares of common stock of the issuer.

3. The securities sold were directly owned by Allegheny New Mountain Partners (Cayman), L.P. Following the reported transaction, Allegheny New Mountain Partners (Cayman), L.P. directly owns 448,566 shares of common stock of the issuer.

4. The securities sold were directly owned by New Mountain Affiliated Investors II (Cayman), L.P. Following the reported transaction, New Mountain Affiliated Investors II (Cayman), L.P. directly owns 101,933 shares of common stock of the issuer.

5. NMI II (Cayman) GP, Ltd. is the general partner of New Mountain Investments II (Cayman), L.P., which is the general partner of each of New Mountain Partners II (Cayman), L.P., Allegheny New Mountain Partners (Cayman), L.P. and New Mountain Affiliated Investors II (Cayman), L.P. (collectively, the "New Mountain Funds"). Steven B. Klinsky is the sole director of NMI II (Cayman) GP, Ltd. and the chief executive officer of New Mountain Capital, L.L.C. New Mountain Capital, L.L.C. is the manager of each of the New Mountain Funds. Each of the reporting persons disclaims beneficial ownership of these securities, except to the extent of its pecuniary interest therein.

Remarks:

	/s/ Steven Klinsky, Sole Shareholder of NMI II (Cayman) GP, Ltd.	02/24/2011
	/s/ Steven Klinsky, Sole Shareholder of GP of New Mountain Investments II (Cayman), L.P.	02/24/2011
	/s/ Steven Klinsky, Sole Shareholder of GP of GP of New Mountain Partners II (Cayman), L.P.	02/24/2011
	/s/ Steven Klinsky, Sole Shareholder of GP of GP of New Mountain Affiliated Investors II (Cayman), L.P.	02/24/2011
	/s/ Steven Klinsky, Sole Shareholder of GP of GP of Allegheny New Mountain Partners (Cayman), L.P.	02/24/2011
	/s/ Steven Klinsky	02/24/2011
	/s/ Steven Klinsky, CEO, New Mountain Capital, L.L.C.	02/24/2011
	** 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.