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^*

MINTON PETER A

(Last)

(First)

(Middle)

C/O ALTERRA CAPITAL HOLDINGS LIMITED

ALTERRA HOUSE, 2 FRONT STREET

(Street)

HAMILTON, BERMUDA

HM 11

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ALTERRA CAPITAL HOLDINGS Ltd [ ALTE ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP & Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/20/2010

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	12/20/2010		M		30,000	A	$13.5	499,039	D
Common Shares	12/20/2010		S		30,000	D	$20.79⁽¹⁾	469,039	D
Common Shares	12/20/2010		M		2,245	A	$16	471,284	D
Common Shares	12/20/2010		F		1,727	D	$20.8	469,557	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)
Employee Stock Option (right to buy)	$16	06/16/2010		D	V		30,000	⁽²⁾	01/01/2011	Common Shares	30,000	⁽³⁾	0	D
Employee Stock Option (right to buy)	$13.5	06/16/2010		A	V	30,000		⁽²⁾	01/01/2011	Common Shares	30,000	⁽³⁾	30,000	D
Employee Stock Option (right to buy)	$13.5	12/20/2010		M			30,000	⁽²⁾	01/01/2011	Common Shares	30,000	$0	0	D
Warrants	$16	12/20/2010		M			2,245	⁽⁴⁾	01/11/2011	Common Shares	2,245	$0	0	D

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $20.75 to $20.83, inclusive. The reporting person undertakes to provide to Alterra Capital Holdings Limited, any security holder of Alterra Capital Holdings Limited, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (1) to this Form 4.

2. Options are currently exercisable.

3. In connection with that certain Agreement and Plan of Amalgamation, dated as of March 3, 2010, among Harbor Point Limited, the Issuer, and Alterra Holdings Limited, the Issuer's board of directors declared a special dividend to shareholders of the company of $2.50 per common share (the "Special Dividend"). In accordance with Section 12 of the of the Issuer's 2008 Stock Incentive Plan and Section 17 of the Issuer's 2000 Stock Incentive Plan, the compensation committee of the Issuer's board of directors, determined that, effective as of June 16, 2010, the exercise price of each outstanding option as of June 2, 2010 issued under such plans be reduced by an amount equal to the Special Dividend, or $2.50. Except as modified by the reduction to the exercise price, all terms and conditions of the options remained unchanged and continued to be governed by the terms and conditions of the plan under which they were granted.

4. The warrant vested upon issuance on Janaury 11, 2001.

Remarks:

	Bernard K. Asirifi, Attorney-in-Fact	12/21/2010
	** 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.