Maiden Holdings, Ltd. — Director's Dealing 2017

Feb 22, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Maiden Holdings, Ltd. (MHLD)
CIK: 0001412100
Period of Report: 2017-02-21

Reporting Person: METZ LAWRENCE F. (See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-21	Common Shares	M	12836	—	Acquired	23723	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-21	Performance-based Restricted Share Units	$	A	27576	Acquired		Common Shares (27576.0)	Direct

Footnotes

F1: Represents the vesting of performance based restricted share units granted pursuant to the Amended and Restated 2007 Share Incentive Plan (the "Plan") on February 18, 2014.

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 teh 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, 2017 to December 31, 2019, and (ii) 50% upon individual performance as evaluated by the Compensation Committee. The recipient received a target award of 13,788 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 27,576 units reported represent 200% of the target award, which is the maximum number of units that may be earned.