Maiden Holdings, Ltd. — Director's Dealing 2015

Feb 19, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Maiden Holdings, Ltd. (MHLD)
CIK: 0001412100
Period of Report: 2015-02-17

Reporting Person: Haveron Patrick J (See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-19	Common Shares	A	4990	—	Acquired	19397	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-17	Performance-based Restricted Share Units	$	A	36112	Acquired		Common Shares (36112.0)	Direct
2015-02-17	Restricted Share Units	$	A	9488	Acquired		Common Shares (9488.0)	Direct

Footnotes

F1: Represents the vesting of restricted common shares granted pursuant to the Amended and Restated 2007 Share Incentive Plan (the "Plan") on February 19, 2013.

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, 2015 to December 31, 2017, and (ii) 50% upon individual performance as evaluated by the Compensation Committee. The recipient received a target award of 18,056 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 36,112 units reported represent 200% of the target award, which is the maximum number of units that may be earned.

F5: 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 have a three year vesting period (the units shall be settled no later than 2 1/2 months after the expiration of each of the three equal vesting periods of December 31, 2015, 2016 and 2017, respectively). 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.