Maiden Holdings, Ltd. — Director's Dealing 2014

Feb 20, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Maiden Holdings, Ltd. (MHLD)
CIK: 0001412100
Period of Report: 2014-02-18

Reporting Person: SCHMITT KAREN (Please see Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-18	Restricted Common Shares	A	6845	—	Acquired	14619	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-18	Restricted Share Units	$	A	57996	Acquired		Common Shares (57996.0)	Direct

Footnotes

F1: These restricted shares were granted pursuant to the Amended and Restated 2007 Share Incentive Plan (the "Plan") and will vest 50% on January 1, 2015, and 50% on January 1, 2016.

F2: The restricted share units were issued pursuant to the Plan. Each restricted share unit represents a contingent right to receive one common share of the Registrant.

F3: The restricted share units shall be settled in common shares or, at the discretion of the Compensation Committee, an amount in cash equal to the fair market value of the shares, and shall be settled shortly after the Committee certifies the attainment of performance goals (the "settlement date"), but in no event later than 2 1/2 months after the expiration of the performance period. The units are forfeited if the reporting person's employment is terminated prior to the settlement date. Certain special terms apply in the event of death, disability or a change of control.

F4: The reporting person received restricted share units that shall vest based (i) 50% upon the achievement of performance criteria relating to return on equity, underwriting performance, revenue growth and operating expense during the performance period from January 1, 2014 to December 31, 2016, and (ii) 50% upon individual performance as evaluated by the Compensation Committee. The recipient received a target award of 28,998 restricted share units, and 0 to 200% of such target award may vest depending upon the degree to which the performance targets are met. The 57,996 units reported represent 200% of teh target award, which is the maximum number of units that may be earned.