| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
AXIS CAPITAL HOLDINGS LTD [ AXS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/27/2004 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
| Common Shares | 04/27/2004 | S(1) | 498,608 | D | $27(1) | 13,706,675(2) | D(3)(4) | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Common Shares ("Common Shares") of AXIS Capital Holdings Limited sold as part of exercise of underwriter's overallotment option of up to 3,000,000 Common Shares, at a price of $27.91 per share, less $0.91 for underwriting discounts and commissions. |
| 2. Trident II, L.P. ("Trident") is making this joint filing on Form 4 on its own behalf and on behalf of Trident Capital II, L.P. ("Trident GP"). The general partners of Trident GP are Marsh & McLennan GP I, Inc. ("MMGPI"), a wholly-owned subsidiary of Marsh & McLennan Risk Capital Holdings, Ltd. ("MMRCH"), and two single member limited liability companies that are owned by individuals who are senior executive officers of Marsh & McLennan Companies, Inc. ("MMC"). Each of these two single member limited liability companies disclaims beneficial ownership of Common Shares that are, or may be deemed to be, beneficially owned by Trident. MMC, MMRCH and MMGPI each disclaim beneficial ownership of Common Shares that are, or may be deemed to be, beneficially owned by Trident. |
| 3. Trident has agreed that it will coordinate the timing of the sale of the Common Shares held by it with the sale of the Common Shares held by MMRCH. As a result, Trident may be deemed to beneficially own Common Shares that are held directly or indirectly by MMC. Trident disclaims any beneficial ownership of any Common Shares held by MMC, other than shares held by Marsh & McLennan Capital Professionals Fund, L.P. ("CPF") and Marsh & McLennan Employees' Securities Company, L.P. ("ESC"). MMC has made separate filings with respect to the Common Shares owned by it. |
| 4. By virtue of its position as the general partner of Trident, Trident GP may be deemed to be the beneficial owner of any Common Shares beneficially owned by Trident. MMC, by virtue of its holding interests (including through MMRCH and MMGPI) in Trident, Trident GP, ESC and CPF, may be deemed to have a pecuniary interest in approximately 30.66% of the Common Shares beneficially owned by Trident and Trident GP, 1.09% of the Common Shares beneficially owned by ESC and 57.29% of the Common Shares beneficially owned by CPF. MMC has made separate filings with respect to the Common Shares owned by it. |
| TRIDENT II, L.P. By: Trident Capital II, L.P., its sole general partner By: CD Trident II, LLC, a general partner By: /s/ David Wermuth, Vice President | 04/28/2004 | |
| Trident Capital II, L.P. By: CD Trident II, LLC, a general partner By: /s/ David Wermuth, Vice President | 04/28/2004 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||