FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* SUMMIT PARTNERS L P (Last) (First) (Middle) 222 BERKELEY STREET 18TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 01/21/2005	3. Issuer Name and Ticker or Trading Symbol SEABRIGHT INSURANCE HOLDINGS INC [ SEAB ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner Officer (give title below) X Other (specify below) Mang Mbr of GP of 10% Owner	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Preferred Stock	(1)	(1)	Common Stock	5,099,898(2)	(1)	I	Indirect GP of 10% Owner

1. Name and Address of Reporting Person* SUMMIT PARTNERS L P (Last) (First) (Middle) 222 BERKELEY STREET 18TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip)

1. Name and Address of Reporting Person* SUMMIT PARTNERS VI GP LLC (Last) (First) (Middle) 222 BERKELEY STREET 18TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip)

1. Name and Address of Reporting Person* SUMMIT PARTNERS VI GP LP (Last) (First) (Middle) 222 BERKELEY STREET 18TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip)

1. Name and Address of Reporting Person* COLLINS SCOTT C (Last) (First) (Middle) C/O SUMMIT PARTNERS 222 BERKELEY STREET, 18TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip)

1. Name and Address of Reporting Person* MOHAN KEVIN P (Last) (First) (Middle) C/O SUMMIT PARTNERS 222 BERKELEY STREET, 18TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip)

1. Name and Address of Reporting Person* WALSH ROBERT V (Last) (First) (Middle) C/O SUMMIT PARTNERS 222 BERKELEY STREET, 18TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip)

Explanation of Responses:

1. Each share of Series A Preferred Stock is convertible at any time into 15.299664 shares of Common Stock. There is no expiration date. It is expected that all Series A Preferred Stock will be converted into Common Stock upon the completion of SEAB's initial public offering.

2. Shares are held as follows: 3,449,447 shares in the name of Summit Ventures VI-A, L.P.; 1,438,566 shares in the name of Summit Ventures VI-B, L.P.; 71,740 shares in the name of Summit VI Advisors Fund, L.P.; 110,142 shares in the name of Summit VI Entrepreneurs Fund, L.P.; and 30,003 shares in the name of Summit Investors VI, L.P.

Remarks:

The entities mentioned in Footnote 2 are collectively referred to as "Summit Partners." Summit Partners, L.P. is the managing member of Summit Partners VI (GP), LLC, which is the general partner of Summit Partners VI (GP), L.P., which is the general partner of each of Summit Ventures VI-A, L.P., Summit Ventures VI-B, L.P., Summit VI Advisors Fund, L.P., Summit VI Entrepreneurs Fund, L.P. and Summit Investors VI, L.P. Messrs. Collins, Mohan and Walsh, along with Peter Y. Chung, Bruce R. Evans, Walter G. Kortschak, Martin J. Mannion, Thomas S. Roberts, E. Roe Stamps, IV, Joseph F. Trustey, Stephen G. Woodsum and Gregory M. Avis (who are included in a separate report due to the restriction on the number of joint filers in an electronic report), are the members of Summit Master Company, LLC, which is the general partner of Summit Partners, L.P., and each disclaims beneficial ownership of the shares held by Summit Partners, except to the extent of his pecuniary interest therein.

	Summit Partners, L.P., by Summit Master Company, LLC, Its General Partner, by Robin W. Devereux, Power of Attorney for Martin J. Mannion, Member	01/21/2005
	Summit Partners VI (GP), LLC, by Robin W. Devereux, Power of Attorney for Martin J. Mannion, Member	01/21/2005
	Summit Partners VI (GP), L.P., by Summit Partners VI (GP), LLC, Its General Partner, by Robin W. Devereux, Power of Attorney for Martin J. Mannion, Member	01/21/2005
	Robin W. Devereux, Power of Attorney for Scott C. Collins	01/21/2005
	Robin W. Devereux, Power of Attorney for Kevin P. Mohan	01/21/2005
	Robin W. Devereux, Power of Attorney for Robert V. Walsh	01/21/2005
	** Signature of Reporting Person	Date
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