XNAS:ALTE Insider Activity 4/A Filing - 3/8/2012

Effective Date 3/8/2012

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Carey James D
  2. Issuer Name and Ticker or Trading Symbol
ALTERRA CAPITAL HOLDINGS Ltd [ALTE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O ALTERRA CAPITAL HOLDINGS LIMITED, ALTERRA HOUSE, 2 FRONT STREET
3. Date of Earliest Transaction (Month/Day/Year)
03/08/2012
(Street)

HAMILTON, BERMUDA, D0 HM 11
4. If Amendment, Date Original Filed (Month/Day/Year)
03/08/2012
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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

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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 Underlying Securities
(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 of Derivative Security: 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
Warrants (right to buy) $19.05 03/08/2012   A   28,939.43(1)(2)(3)(5)     (4) 12/15/2015 Common Shares 28,939.43(5) (1) (2) (3) 4,996,615.49(1)(2)(3)(5) I By Trident III Professionals Fund, L.P. and Trident III, L.P.(1)(2)(3)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Carey James D
C/O ALTERRA CAPITAL HOLDINGS LIMITED
ALTERRA HOUSE, 2 FRONT STREET
HAMILTON, BERMUDA, D0 HM 11
  X      

Signatures

 Bernard Asirifi, Attorney-in-Fact   03/08/2012
** Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Filing is made in respect of warrants to purchase common shares of Alterra Capital Holdings Limited ("Alterra") held by Trident III Professionals Fund, L.P. and Trident III, L.P. Mr. Carey is a member and senior principal of Stone Point Capital LLC, a shareholder and a director of Stone Point GP Ltd., which is the general partner of Trident III Professionals Fund, L.P., and a member of the investment committee and owner of one of the five general partners of Trident Capital III, L.P., which is the general partner of Trident III, L.P. Mr. Carey disclaims beneficial ownership of the common shares of Alterra held of record or beneficially by Trident III Professionals Fund, L.P. and Trident III, L.P., except as to the extent of any pecuniary interest therein.
(2) Pursuant to the anti-dilution provisions of warrants to purchase common shares of Alterra held by Trident III Professionals Fund, L.P. and Trident III, L.P., following the declaration of a dividend by Alterra, (i) each of Trident III Professionals Fund, L.P. and Trident III, L.P. is entitled to elect to receive a payment in cash in respect of such dividend for each common share of Alterra purchased pursuant to the warrants (such payment to be made at the time of exercise of the warrants), or (ii) if Trident III Professionals Fund, L.P. and Trident III, L.P. make no election, each of Trident III Professionals Fund, L.P. and Trident III, L.P. will receive an adjustment to the exercise price of the warrants held by them (and a resulting change to the number of common shares of Alterra for which its warrants are exercisable) following the record date for such dividend.
(3) On March 8, 2012, the exercise price of the warrants held by Trident III Professionals Fund, L.P. and Trident III, L.P. adjusted (and a resulting adjustment was made to the number of common shares for which its warrants are exercisable) in respect of the $0.14 per share dividend declared by Alterra to holders of record of common shares of Alterra as of February 22, 2012. Pursuant to this adjustment, the exercise price of the warrants held by each of Trident III Professionals Fund, L.P. and Trident III, L.P. was reduced from $19.17 to $19.05 and (a) Trident III Professionals Fund, L.P. became entitled to exercise its warrants for an additional 685.29 common shares of Alterra and (b) Trident III, L.P. became entitled to exercise its warrants for an additional 28,254.14 common shares of Alterra.
(4) All warrants are immediately exercisable.
(5) The original Form 4 contained a mistated number. The number stated here is correct

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XNAS:ALTE Insider Activity 4/A Filling

XNAS:ALTE Stock - Get Insider Activity SEC Filing of XNAS:ALTE stocks, including company profile, shares outstanding, strategy, business segments, operations, officers, consolidated financial statements, financial notes and ownership information.

XNAS:ALTE Insider Activity 4/A Filing - 3/8/2012
Name |  Ticker |  Star Rating |  Market Cap |  Stock Type |  Sector |  Industry Star Rating |  Investment Style |  Total Assets |  Category |  Top Holdings |  Top Sectors |  Symbol |  Title Star Rating |  Category |  Total Assets |  Top Holdings |  Top Sectors |  Symbol |  Name Title |  Date |  Author |  Collection |  Interest |  Popularity Topic |  Sector |  Key Indicators |  User Interest |  Market Cap |  Industry Name |  Ticker |  Star Rating |  Market Cap |  Stock Type |  Sector |  Industry Star Rating |  Investment Style |  Total Assets |  Category |  Top Holdings |  Top Sectors |  Symbol / Ticker |  Title Star Rating |  Category |  Total Assets |  Symbol / Ticker |  Name Title |  Date |  Author |  Collection |  Popularity |  Interest Title |  Date |  Company |  Symbol |  Interest |  Popularity Topic |  Sector |  Key Indicators |  User Interest |  Market Cap |  Industry Name |  Ticker |  Popularity |  Our Choices Title |  Date |  Company |  Symbol |  Interest |  Popularity

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