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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X
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*
THL ADVISORS ALTERNATIVE V LP

(Last) (First) (Middle)
C/O WALKERS, WALKER HOUSE,
MARY STREET

(Street)
GEORGE TOWN, GRAND CAYMAN E9 00000

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ENDURANCE SPECIALTY HOLDINGS LTD [ ENH ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/10/2005
4. If Amendment, Date of Original Filed (Month/Day/Year)
05/10/2005
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)
Code V Amount (A) or (D) Price
Ordinary Shares 05/10/2005 S 3,925,660(1) D $36.55 3,798,583 I See Note(2)
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
Explanation of Responses:
1. On May 10, 2005, Thomas H. Lee (Alternative) Fund V, L.P. ("Fund V"), Thomas H. Lee (Alternative) Parallel Fund V, L.P. ("Parallel Fund"), and Thomas H. Lee (Alternative) Cayman Fund V, L.P. ("Cayman Fund" and together with Fund V and Parallel Fund, the "Funds") sold, in the aggregate, 3,925,660 shares of the Issuer's common stock.
2. Represents 2,983,402 shares of the Issuer held directly by Fund V; 774,072 shares of the Issuer held directly by Parallel Fund; and 41,109 shares of the Issuer held directly by Cayman Fund. The Reporting Person is the general partner of each of the funds. The Reporting Person may be deemed to beneficially own the shares of the Issuer held directly by each of the Funds. The Reporting Peson disclaims beneficial ownership of such shares, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for the purposes of Section 16 or for any other purpose, except to the extent of its pecuniary interest therein.
/s/ Charles Holden 05/13/2005
** 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).
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