UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

~~FORM 8-K~~________________

Form 8-K

________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): November 28, 2012 (November 28, 2012)

________________

Date of Report (Date of Earliest Event Reported): November 27, 2012 (November 20, 2012)

Flagstone Reinsurance Holdings, S.A.

(Exact name of registrant as specified in its charter)

Luxembourg		001-33364		98-0481623
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

65 Avenue de la Gare

L-1611 Luxembourg

Grand Duchy of Luxembourg

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: +352 273 515 30

(Former name or former address, if changed since last report)

________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

þo Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Item~~ITEM 5.0207 ~~Departure~~SUBMISSION ofOF ~~Directors~~MATTERS orTO ~~Certain~~A ~~Officers;~~VOTE ~~Election~~OF ofSECURITY ~~Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~HOLDERS.

~~Separation~~On ~~Agreements. In~~November ~~connection~~28, ~~with~~2012, ~~and~~Flagstone ~~effective~~Reinsurance ~~upon~~Holdings, ~~the~~S.A. ~~consummation~~(“Flagstone”) held an extraordinary general meeting of ~~the~~its ~~transactions~~shareholders ~~contemplated~~at bywhich shareholders were asked to consider and vote upon (1) a proposal to approve the previously announced Agreement and Plan of Merger, dated as of August 30, 2012, ~~by and~~ among Flagstone ~~Reinsurance Holdings~~, ~~S.A. (“~~Flagstone~~”),~~ ~~Flagstone~~ Reinsurance Holdings (Bermuda) Limited (“Flagstone Bermuda”), Validus Holdings, Ltd. ~~(“Validus”)~~ and Validus UPS, Ltd., (the ~~“Merger~~merger ~~Agreement”),~~of Flagstone ~~entered into separation agreements~~ with ~~each of David Flitman, Gary Prestia, Guy Swayne, Brenton Slade~~ and ~~William~~into ~~Fawcett. The~~Flagstone ~~separation~~Bermuda ~~agreements generally incorporate the severance~~ and ~~restrictive covenant provisions of~~ the ~~executives’~~First-Step ~~existing~~Statutory ~~employment~~Merger ~~agreements~~Agreement ~~with~~dated ~~Flagstone~~as ~~and~~of ~~reflect~~September ~~the actions that Flagstone reserved the right to take with respect to Messrs. Flitman’s~~27, ~~Prestia’s~~2012, ~~Swayne’s,~~between ~~Fawcett’s~~Flagstone and ~~Slade’s~~Flagstone ~~employment~~Bermuda ~~arrangements prior to the completion of the mergers contemplated by the Merger Agreement~~ (the “~~Mergers~~Merger Proposal”) asand ~~more fully described in the proxy statement/prospectus included in Amendment No.~~ (2) toa ~~the registration statement on Form S~~non-4binding ~~filed~~advisory byproposal ~~Validus~~to ~~with,~~approve ~~and declared effective by,~~ the ~~Securities~~compensation ~~and Exchange Commission on October 23, 2012, except~~ that ~~the~~may ~~agreements~~become ~~provide~~payable ~~for~~to ~~termination~~Flagstone’s ofnamed ~~the~~executive ~~executives’~~officers ~~employment~~in ~~without~~connection ~~“cause”~~with on the ~~date of~~ completion of the ~~Mergers,~~transaction ~~rather than 60 days following~~ (the ~~later~~“Compensation ~~of completion of the Mergers and December 31, 2012~~Proposal”).

~~Specifically,~~Each ~~pursuant~~of tothe ~~their~~foregoing ~~respective~~proposals ~~separation~~is ~~agreements,~~described ~~Messrs.~~in ~~Flitman,~~detail ~~Prestia,~~in ~~Swayne,~~the ~~Slade~~proxy ~~and~~statement/prospectus ~~Fawcett~~filed ~~will~~by beFlagstone ~~entitled~~with to the ~~following~~Securities ~~payments~~and onExchange orCommission ~~shortly~~on ~~following~~October ~~their~~23, ~~respective terminations of employment:~~2012.

●For ~~certain~~each ~~accrued amounts; ● 12 months’ base salary in lieu~~ of ~~notice~~the offoregoing ~~termination without “cause” and solely with respect to Messrs. Flitman~~proposals, ~~Swayne,~~a ~~Slade~~quorum ~~and~~was ~~Fawcett,~~present ~~any~~as ~~other~~required ~~payments in lieu of notice to which the executive may be entitled~~ under ~~Bermuda~~Flagstone’s ~~law;~~Articles ~~● solely with respect to Messrs. Flitman, Prestia and Swayne, contractual severance under their employment agreements equal to the sum~~ of ~~(x)~~Incorporation ~~12 months’ base salary plus~~ (yStatuts). ~~the~~According ~~average of the executive’s three most recently paid annual bonuses prior~~ to the ~~date~~report of ~~termination; and ● solely with respect to Mr. Prestia, an amount equal to~~ the ~~value~~inspector of ~~perquisites~~election, ~~and benefits and~~ the ~~base~~Merger ~~salary~~Proposal ~~that~~was ~~would~~approved ~~have~~by ~~been~~Flagstone’s ~~paid~~shareholders. orThe ~~provided~~voting toresults ~~him~~for ~~through~~each ~~September~~proposal 1,are ~~2013,~~as ~~which is the end of his guaranteed period of employment.~~follows:

~~In addition, the separation agreements reaffirm the executives’ entitlements to 2012 guaranteed annual bonuses and treatment of their equity awards as described in the~~ Merger Agreement and each of Messrs. Fawcett’s and Prestia’s separation agreements provide for a reduction of payments that could be characterized as “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended, if reduction would place such executive in a better net-after tax economic position than if payments were not reduced.Proposal

These descriptions of the separation agreements with Messrs. Flitman, Prestia, Swayne, Slade and Fawcett are qualified in their entirety by reference to the actual terms of the separation agreements. Complete copies of the separation agreements with Messrs. Flitman, Prestia and Swayne are filed as Exhibits 10.1, 10.2 and 10.3 to this Current Report on Form 8-K and are incorporated by reference in this Item 5.02.

	For	Against	Abstain
	60,063,395	11,636	6,769

~~Item~~Compensation ~~8.01 Other Events.~~Proposal

On November 20, 2012, Flagstone entered into a separation agreement with Mr. Prestia, and on November 26, 2012, Flagstone entered into separation agreements with each of Messrs. Flitman and Swayne. These separation agreements are described in Item 5.02 of this Current Report on Form 8-K.

	For	Against	Abstain
	38,383,795	21,619,099	78,907

~~Item~~ITEM 98.01 ~~Financial~~OTHER ~~Statements and Exhibits~~EVENTS.

~~(d)~~On ~~Exhibits~~November 28, 2012, Flagstone issued a press release announcing the results of the extraordinary general meeting. A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated by reference in this Item 8.01.

Exhibit No.		Description
10.1		Separation Agreement between Mr. David Flitman and Flagstone Reinsurance Holdings, S.A., dated November 26, 2012.
10.2		Separation Agreement between Mr. Gary Prestia and Flagstone Reinsurance Holdings, S.A., dated November 20, 2012.
10.3		Separation Agreement between Mr. Guy Swayne and Flagstone Reinsurance Holdings, S.A., dated November 26, 2012.

ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits:

Exhibit No.		Description
99.1		Press Release, dated November 28, 2012, of Flagstone Reinsurance Holdings, S.A.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	FLAGSTONE REINSURANCE HOLDINGS, S.A.
	By:	/s/ William F. Fawcett
		Name: William F. Fawcett
		Title: General Counsel
Date: November 27, 2012
Date: November 28, 2012

EXHIBIT INDEX

Exhibit No.		Description
10.1		Separation Agreement between Mr. David Flitman and Flagstone Reinsurance Holdings, S.A., dated November 26, 2012.
99.1		Press Release, dated November 28, 2012, of Flagstone Reinsurance Holdings, S.A.
10.2		Separation Agreement between Mr. Gary Prestia and Flagstone Reinsurance Holdings, S.A., dated November 20, 2012.
10.3		Separation Agreement between Mr. Guy Swayne and Flagstone Reinsurance Holdings, S.A., dated November 26, 2012.

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