Edgar Filing: ST PAUL TRAVELERS COMPANIES INC

Ownership Submission

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 ^*

ST PAUL TRAVELERS COMPANIES INC

2. Issuer Name and Ticker or Trading Symbol
PLATINUM UNDERWRITERS HOLDINGS LTD [PTP]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
_____ Officer (give title below)	__X__ Other (specify below)
10% owner before transaction

(Last)

(First)

(Middle)

385 WASHINGTON STREET

3. Date of Earliest Transaction (Month/Day/Year)
01/10/2005

(Street)

ST. PAUL, MN 55102

4. If Amendment, Date Original Filed(Month/Day/Year)

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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Option to Purchase Common Shares

$ 27

01/10/2005

$ 0 ⁽¹⁾ ⁽²⁾

11/01/2002

11/01/2012

Common Shares

597,493 ⁽¹⁾ ⁽²⁾

$ 0

597,493 ⁽¹⁾ ⁽²⁾

Option to Purchase Common Shares

$ 27

01/10/2005

$ 0 ⁽¹⁾ ⁽²⁾

11/01/2002

11/01/2012

Common Shares

104,647 ⁽¹⁾ ⁽²⁾

$ 0

104,647 ⁽¹⁾ ⁽²⁾

By St. Paul Reinsurance Company Limited, a wholly owned subsidiary of Reporting Person

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
ST PAUL TRAVELERS COMPANIES INC 385 WASHINGTON STREET ST. PAUL, MN 55102				10% owner before transaction

Signatures

Bruce A. Backberg		01/12/2005
^**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)	On January 10, 2005, the option agreements pursuant to which 5,105,740 Common Shares were issuable to Reporting Person and 894,260 Common Shares were issuable to St. Paul Reinsurance Company Limited, a wholly owned subsidiary of Reporting Person, were amended and restated to provide that any exercise of the options pursuant to such agreements will be settled on a net share basis, which will result in the issuance of a number of Common Shares equal to the excess of the market price per share, determined in accordance with the amended agreements, over $27.00 less the par value per share multiplied by the number of Common Shares that would be issuable in a gross cash settlement upon exercise of the options, divided by that market price per share.
(2)	If the determination of market price per share had been made as of the close of business on January 10, 2005, the number of Common Shares issuable to Reporting Person and St. Paul Reinsurance Company Limited would be 597,493 and 104,647, respectively.

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